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, 1999
                                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:  (865) 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  were
$9,772,710.

At  March 21, 2000, the aggregate market value of the voting stock
held   by   non-affiliates  of  the  Company   was   approximately
$12,080,656. The last recorded trade of shares between individuals
was on August 6, 1999 at a price of $28 per share.

As  of March 21, 2000, issuer had 564,361 shares of its $5.00  par
value common stock outstanding.
                             PART I

Item 1. Description of Business

(a)  Business Development

First  Central  Bancshares, Inc. (the "Company") is  a  one  bank
holding  company  for  First  Central  Bank  (the  "Bank").   The
formation was approved by the stockholders of the Bank  on  March
18,  1993.   On  April  6, 1993 the Bank became  a  wholly  owned
subsidiary of the Company with the exchange of one share of  Bank
common  stock for one share of common stock of the Company.   The
Company  currently  has 564,361 shares of  its  $5.00  par  value
common stock outstanding.

(b)  Business of Issuer

The  Bank operates out of the main office located in Lenoir City,
Loudon County, Tennessee and five branch offices, one located  in
Loudon,  one  in  Tellico Village, Loudon County, Tennessee,  one
located  in  Farragut,  Knox County, Tennessee,  one  located  in
Kingston,  Roane  County, Tennessee, and one  located  in  Alcoa,
Blount  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 Honor and Cirrus network machines.

The  Alcoa office in Blount County, Tennessee opened December  7,
1998.   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  expanded
its operations into Monroe County, Tennessee with the opening  of
a full service branch in Sweetwater, Tennessee in March 1999.  An
agreement  was  signed effective October 31, 1999  to  sell  this
branch  to another bank holding company group.  The sale  of  the
premises  and  equipment will include the transfer of  the  cash,
loans,  and  related accrued or unearned interest,  deposits  and
related   accrued   interest,  and  certain  other   assets   and
liabilities  related to the branch. The sale is  expected  to  be
completed  in April or May, 2000, but is subject to  approval  of
the  appropriate federal and/or state regulatory authorities  and
certain obligations of both parties.

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

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

As  of  December 31, 1999, the Bank employed 56 salaried  persons
and 7 hourly persons.

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

See Schedule I (Attached)

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

See Schedule III (Attached)

(b)(3)    Risk Elements

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

(b)(4)    Summary of Loan Loss Experience

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

(b)(5)    Deposits

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

(b)(6)    Return on Equity and Assets

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

(b)(7)    Short-Term Borrowings

None.

Item 2. Description of Property.

(a) Location of Property

As  detailed in Item 1, the Bank operates offices in Lenoir City,
Loudon, Tellico Village, Loudon County, Tennessee; Farragut, Knox
County, Tennessee; Kingston, Roane County, Tennessee; and  Alcoa,
Blount  County, Tennessee.  The main office in Lenoir City  is  a
modern  facility containing approximately 10,000 square feet  and
was  occupied upon completion of construction 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  modern  facility
containing approximately 3,000 square feet of space and is a full
service  office with a drive-up ATM.  The Farragut office,  which
opened  in  May  1995,  is  a  modern full  service  facility  of
approximately  6,000  square  feet. The  Kingston  office,  which
opened  December 29, 1997, is similar to the Loudon  branch  with
approximately  2,500  square  feet.   The  Sweetwater,  Tennessee
office  is a full service facility of approximately 2,500  square
feet  which  opened in March 1999 (see discussion in Business  of
Issuer).  The  Alcoa  office is located in a  temporary  facility
until  construction of a new full service branch is completed  in
2000.  The  office  is  expected to open in mid-summer  and  will
contain approximately 4,000 square feet of space.

(b) Investment Policies

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

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

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

(c)  Description of Real Estate and Operating Data

(1)  The  Company  has its principal offices in its  headquarters
     building  at  725 Highway 321 North, Lenoir City,  Tennessee
     37771,  which  is  owned by the Bank.  The  Bank  also  owns
     properties  which house the branches at Loudon  and  Tellico
     Village,  Loudon,  Tennessee,  Farragut,  Tennessee  and  at
     Sweetwater,   Tennessee  (see  discussion  in  Business   of
     Issuer),  and  Kingston,  Tennessee.   The  Bank  also  owns
     property  in  Alcoa, Tennessee, where there is  a  temporary
     facility while a new branch is currently under construction.
     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,
1999.

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 $28 per share to a high of $30 per
share  between January 1999 and the date of this report,  as  per
individuals who have sold and/or purchased stock.

(b)  Holders

The Company has six hundred and twenty-six (626) shareholders  of
common stock.

(c)  Dividends

In  February  2000, the Company distributed a ten  (10%)  percent
dividend  to  its  stockholders by issuing an  additional  51,080
shares of common stock.  The Company used a fair market value  of
$26.00  per  share and credited common stock $5.00 per  share  or
$255,400,  additional  paid  in  capital  $21.00  per  share   or
$1,072,680,  and charged retained earnings a total of $1,328,080.
No dividends were distributed in 1999.

In  February  1998, the Company distributed a ten  percent  (10%)
dividend  to  its  stockholders by issuing an  additional  46,526
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
$232,630,  additional  paid in capital of  $20.00  per  share  or
$930,520, and charged retained earnings a total of $1,163,150.

Item 6. Management's Discussion and Analysis

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

First  Central  Bancshares, Inc. is a one  bank  holding  company
which  owns 100% of 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 1999.  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  1999  total
assets increased 3.6% from December 31, 1998.  Federal Funds sold
decreased significantly with a net decrease of 84.7% at  December
31, 1999 from December 31, 1998.   This decrease in Federal Funds
sold  was  offset  by  a  142.6% increase in  cash  reserves  and
deposits  in  due  from  banks  as the  Bank  prepared  for  Y2K.
Investment securities available for sale increased $1.1  million.
The net effect was that liquidity remained very high at 32.0%

Net  loans  increased by 16.8% as the bank had good loan  growth.
Real  Estate  loans  overall increased 15.7%. This  increase  was
primarily  accounted  for in non farm-non-residential  properties
with  an  increase of 75.5% over 1998 and construction  and  land
development  loans were up 18.5%.  Residential Real Estate  loans
decreased  by  4.4% as interest rates increased  and  refinancing
slowed.   Consumer  loans  decreased  by  19.4%  from  1998   due
primarily to curtailment of purchases of indirect auto paper.

Management  has  continued  to evaluate  the  loan  loss  reserve
through a monthly analysis of loans outstanding.  The adequacy of
the loan loss reserve is also evaluated quarterly by the board of
directors.   The  reserve  for loan  losses  increased  by  4.0%.
Nonperforming  assets  decreased by  $248,000  from  1998.   This
resulted  in nonperforming loan ratios of .17% and .59% of  total
loans  at December 31, 1999 and 1998, respectively. Nonperforming
loans  were  5.5% and 38.7% of loan loss reserves for  the  years
ended   December   31,   1999  and  1998,  respectively.    Total
nonperforming  assets  to total assets  were  .11%  and  .33%  at
December  31,  1999  and 1998, respectively. The  improvement  in
nonperforming  ratios  was  due  to  management's  and   lender's
continued  efforts  to  make  quality  loans  and  monitor  their
progress.

Past  due  loans of 30 days or more but less than 90  days  total
1.43%  of  total  net loans.  We continue to monitor  loans  very
closely  and  anticipate  that  past  dues  and  losses  will  be
effectively managed to keep both low.

Net   Investment  securities  increased  4.0%.   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,
municipal securities, and stock in Banker's Bank. Also  the  Bank
increased  by 25.1% its investment in Federal Home Loan  Bank  of
Cincinnati stock due to growth in assets, real estate  loans  and
through  stock dividends.  Also the bank purchased stock  in  the
Banker's Bank valued at $75,000.

Net  investment  in  premises and equipment increased  18.7%  due
primarily  to  construction  of the  Sweetwater  office  and  the
opening  of  our  Blount County office.  Other  assets  increased
95.2%.   This increase was due to a significant increase  in  the
deferred  income  tax  benefit related to  unrealized  losses  on
investment securities as the bond market took a large downturn in
the last half of the year.

Deposit  increases  of 3.6%  reflect modest growth  as  the  bank
concentrated on increasing loans and curtailed deposit growth  to
maximize   income.   Deposit  growth  is  expected  to   increase
significantly  in 2000 as we again seek deposits aggressively  in
all  market  areas.   Demand deposits  increased  8.2%  and  time
deposits  decreased .21%.  Non-interest bearing  demand  deposits
increased  14.0%  and interest bearing demand deposits  increased
5.5%.  Time deposits under $100,000 increased by 2.4% while  time
deposits  over  $100,000  decreased by 7.3%.   Other  liabilities
increased 21.8% which primarily was due to an increase in accrued
income tax and an increase in accrued profit sharing.

Liquidity which is the company's ability to mobilize cash to meet
operating needs remained strong at 32.0% for 1999.  The Bank is a
member  of the Federal Home Loan Bank of Cincinnati and  eligible
to  obtain  both short and long term credit advances.  Also,  the
Bank  may  enter  into repurchase agreements or purchase  federal
funds  should the need for additional liquidity arise.  Cash  and
due  from  accounts increased by 142.6% over  1998  as  the  bank
placed  cash in reserve for Y2K preparedness.  The net unrealized
loss  on  investments  at  December 31, 1999  was  $1.46  million
compared  to  a  net  unrealized gain at  December  31,  1998  of
$73,000.  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 which was
true in the last year and resulted in the unrealized loss.

The company and subsidiary had an increase of 31.3% in net income
for  1999.  This increase was the result of a number  of  factors
including  an  increase of 15.7% in net interest  income  and  an
increase of 69.44% in non interest income. The return on  average
assets  (ROAA) was 1.06% for the year versus .91% for 1998.   The
return  on  average equity (ROAE) was 13.35% excluding unrealized
gains  (loss) versus 11.39% for 1998. Interest income is composed
of  loan  income  which increased by 8.7%, investment  securities
income  which increased by 42.8%, and federal funds  sold  income
which  decreased  by 55.4% as assets were transferred  to  loans,
investments  and  to  cash  reserves as noted  earlier.  Interest
expense  increased a very modest 1.6% as the result  of  moderate
growth most of which was in non interest bearing demand deposits.
Interest  expense  includes interest on now  accounts  and  money
market accounts which decreased 16.7% and savings accounts  which
increased 34.3%.  The net result was net interest margin of 4.24%
for 1999 versus a margin of 4.09% for 1998.

Non-interest income increased 69.4% which included income from  a
non-refundable deposit of $300,000 for the proposed sale  of  the
Sweetwater   branch  office  (see  Note  16  of   the   financial
statements).  Service charge income on deposit accounts increased
27.4%. Non-interest expense increased 31%. Salaries and benefits,
data  processing  fees  and occupancy  expense  account  for  the
largest  components  of non-interest expense and  all  increased.
Salaries  and benefits increased by 34.8% due to the addition  of
employees  for  the  Alcoa  and  the  Sweetwater  offices.   Data
processing  increased 33.1% as a result of the growth in  assets,
including new offices.  Occupancy expense, furniture fixtures and
equipment  depreciation  and maintenance  expenses  increased  by
22.25% due to the new office and equipment purchases.  Other non-
interest  expenses increased 29.2%.  All non-interest costs  will
continue  to  increase as the bank grows and a new  full  service
office is opened in 2000.

CAPITAL ADEQUACY

The  Company  and  Bank  had consolidated total  equity  of  $4.6
million  on December 31, 1993.  The company issued 38,560  shares
of stock in 1994 in the form of a stock dividend to shareholders.
The  company also issued 42,376 shares of stock in the form of  a
stock  dividend  in 1996.  The company issued  46,526  shares  of
stock  as a stock dividend in February 1998, and has announced  a
stock dividend of 51,080 shares payable in February 2000.

Total  capital was $10.2 million at December 31, 1999  and  total
Tier  I capital was $9.5 million.  Total capital at December  31,
1998  was $9.0 million and Tier I capital was $8.4 million.  Risk
based   capital  guidelines  as  defined  by  banking  regulators
required the Bank to maintain minimum total capital ratios of  8%
to  risk-weighted assets, Tier I capital to risk weighted  assets
of  4%  and  Tier  I capital to average assets of  5%.  The  Bank
maintained  total  capital to risk weighted assets  of  12.4%  at
December  31, 1999 and 12% at December 31, 1998.  Tier I  capital
to  risk weighted assets was 11.6% and 11.2% at December 31, 1999
and  1998,  respectively.  Tier I capital to average  assets  was
8.5%  and  7.6% at December 31, 1999 and 1998, respectively.  The
Bank  exceeded  all of the minimum capital ratio requirements  in
the  years  discussed and management believes  that  the  capital
position is adequate to support the operations of the company and
subsidiary bank.

YEAR 2000 RECAP

The  bank  successfully completed the century  date  change  over
without  any  significant  problems  and  zero  interruptions  in
operations.  The bank had extensive direct costs and "opportunity
costs" that prevented net income from being even better in 1999.




REGULATORY MATTERS AND RECENT LEGISLATION

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

In 1993, the shareholders of the Bank approved the formation of a
single-bank  holding company and a plan for the exchange  of  one
share of bank stock for one share of holding company stock.  This
transaction  was  accomplished April 6, 1993.  The  Bank  had  an
agreement  with  TDFI and FDIC not to declare  or  pay  any  cash
dividends  for the first three years of existence.   The  Company
has  now  passed  that  three  year threshold  and  will  address
dividends according to the established dividend policy.  As noted
previously,  the  Company declared and paid a stock  dividend  in
1994  of 38,560 shares which represented a dividend of 10%.   The
Company  also  paid a stock dividend of 42,376  shares  in  1996,
46,526 shares in 1998, and 51,080 will be paid in 2000.

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 varies  as  the  BIF
fluctuates.   The  Bank's cost has remained  relatively  low  for
1996, 1997, 1998 and 1999 due to our good rating.

In  June  1998,  the  FASB issued FAS No.  133,  "Accounting  for
Derivative  Instruments and Hedging Activities."  This  statement
establishes  accounting  and reporting standards  for  derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  It requires that an
entity  recognize all derivatives as either assets or liabilities
in   the  statement  of  financial  position  and  measure  those
instruments at fair value.  FAS No.137 delayed the effective date
of   this  pronouncement  to  fiscal  quarters  of  fiscal  years
beginning  after  June 15, 2000.  Adoption of this  statement  is
expected  to  have no material effect on the Company's  financial
statements.

In   October  1998,  the  FASB  issued  Statement  of   Financial
Accounting  Standards  No. 134, "Accounting  for  Mortgage-Backed
Securities After Securitization of Mortgage Loans Held  for  Sale
by  Mortgage  Banking  Enterprises."  SFAS No.  134  amends  FASB
Statement  No.  65,  "Accounting  for  Certain  Mortgage  Banking
Activities" which established accounting and reporting  standards
for  certain activities of mortgage banking enterprises and other
enterprises   that  conduct  operations  that  are  substantially
similar   to  the  primary  operations  of  a  mortgage   banking
enterprise.   The  Bank  is  not  currently  entering  into   any
transactions  related to securitization of  mortgage  loans,  nor
does  the Bank anticipate entering into any transactions of  this
nature in the future. Therefore, SFAS No. 134 is not expected  to
have  any  effect  on  our  financial  condition  or  results  of
operations.

On  November 12, 1999, President Clinton signed legislation which
could  have  a  far-reaching  impact on  the  financial  services
industry.    The  Gramm-Leach-Bliley  ("G-L-B")  Act   authorizes
affiliations between banking, securities, and insurance firms and
authorizes bank holding companies and national banks to engage in
a  variety of new financial activities.  Among the new activities
that  will  be permitted to bank holding companies are securities
and   insurance  brokerage,  securities  underwriting,  insurance
underwriting and merchant banking.  The Board of Governors of the
Federal Reserve System ("Federal Reserve Board"), in consultation
with  the  Secretary  of  the Treasury,  may  approve  additional
financial activities.

The  G-L-B Act imposes new requirements on financial institutions
with  respect  to  customer privacy.   The  G-L-B  Act  generally
prohibits  disclosure of customer information  to  non-affiliated
third  parties unless the customer has been given the opportunity
to  object  and  has not objected to such disclosure.   Financial
institutions  are  further  required to  disclose  their  privacy
policies to customers annually.

The G-L-B Act contains a variety of other provisions including  a
prohibition against ATM surcharges unless the customer has  first
been  provided notice of the imposition and amount  of  the  fee.
The G-L-B Act reduces the frequency of Community Reinvestment Act
examinations   for  smaller  institutions  and  imposes   certain
reporting  requirements  on  depository  institutions  that  make
payments  to  non-governmental entities in  connection  with  the
Community Reinvestment Act.

The  Company is unable to predict the impact of the G-L-B Act  on
its operations at this time.

NOTE:   NUMERICAL  ENTRIES APPEARING IN  THIS  REPORT  HAVE  BEEN
ROUNDED  FOR EASE IN READABILITY.  ACTUAL FIGURES APPEAR  IN  THE
AUDITOR'S  REPORT, WHICH IS CONTAINED WITHIN THE FOLLOWING  PAGES
OF THIS DOCUMENT.

Item 7.  Consolidated Financial Statements and Financial Data
Schedules

                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

                     Lenoir City, Tennessee

                CONSOLIDATED FINANCIAL STATEMENTS

                December 31, 1999, 1998, and 1997


                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

                        TABLE OF CONTENTS







INDEPENDENT AUDITOR'S REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS















                  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,
1999 and 1998, and the related consolidated statements of income,
comprehensive income, changes in shareholders' equity,  and  cash
flows  for  the  years ended December 31, 1999, 1998,  and  1997.
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,  1999 and 1998 and the results of their  operations
and  their cash flows for the years ended December 31, 1999, 1998
and  1997,  in  conformity  with  generally  accepted  accounting
principles.





                              Pugh & Company, P.C.
                              Certified Public Accountants
                              Knoxville, Tennessee
                              January 28, 2000

                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEETS




                As of December 31,      1999            1998
                             ASSETS
 Cash and Due From Banks             $   6,221,10   $   2,563,83
                                                8              7
 Federal Funds Sold                     2,280,000     14,915,000
   Total Cash and Cash Equivalents      8,501,108     17,478,837

 Investment Securities at Fair         28,229,212     27,139,181
Value
 Loans, Net                            71,151,700     60,943,601
 Premises and Equipment, Net            5,109,301      4,304,387
 Accrued Interest Receivable              779,330        673,890
 Prepaid Expenses and Other               368,152        181,626
 Prepaid Income Taxes                           0         10,050
 Deferred Income Tax Benefit              593,463         26,181

TOTAL ASSETS                         $ 114,732,26   $ 110,757,75
                                                6              3

                     LIABILITIES AND EQUITY
LIABILITIES
 Deposits:
  Demand                             $  49,316,23   $  45,576,73
                                                3              2
  Term                                 56,092,665     56,210,445
   Total Deposits                     105,408,898    101,787,177

 Accrued Interest Payable                 391,187        443,710
 Accrued Income Taxes                     108,302              0
 Other                                    164,335        101,195
   Total Liabilities                  106,072,722    102,332,082


SHAREHOLDERS' EQUITY
 Common Stock - Par Value $5.00,
  Authorized 2,000,000 Shares,
Issued and
  Outstanding 513,281 Shares            2,566,405      2,566,405
 Capital in Excess of Par Value         4,357,519      4,357,519
 Retained Earnings                      2,638,826      1,456,410

 Shareholders' Equity Before
Accumulated
  Other Comprehensive Income            9,562,750      8,380,334
(Loss)
 Accumulated Other Comprehensive
  Income (Loss)                         (903,206)         45,337
   Total Shareholders' Equity           8,659,544      8,425,671

TOTAL LIABILITIES AND EQUITY         $ 114,732,26   $ 110,757,75
                                                6              3







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

                CONSOLIDATED STATEMENTS OF INCOME




 For the Years Ended December    1999        1998        1997
                          31,
INTEREST INCOME
 Loans                         $6,212,26    $5,715,8   $5,902,30
                                       4          52           2
 Investment Securities         1,792,025    1,255,07     740,478
                                                   6
 Federal Funds Sold              305,820     685,277     123,232
  Total Interest Income        8,310,109    7,656,20   6,766,012
                                                   5

INTEREST EXPENSE               3,930,390    3,869,02   3,033,938
                                                   6

NET INTEREST INCOME            4,379,719    3,787,17   3,732,074
                                                   9

PROVISION FOR LOAN LOSSES        160,000     235,000     177,500

NET INTEREST INCOME AFTER
PROVISION
 FOR LOAN LOSSES               4,219,719    3,552,17   3,554,574
                                                   9

NONINTEREST INCOME
 Service Charges on Demand       640,953     502,978     488,050
Deposits
 Loan Fees and Other Service
  Charges                        461,590     337,504     244,812
 Gain on Sale of Investment
  Securities                      23,578           0           0
 Income From Non-Refundable
Deposit
  on Sale of Branch              300,000           0           0
 Other                            36,480      22,692      27,922
  Total Noninterest Income     1,462,601     863,174     760,784

NONINTEREST EXPENSE
 Salaries and Employee         1,969,530    1,461,46   1,262,753
Benefits                                           8
 Occupancy Expense               352,250     293,918     234,578
 Data Processing Fees            352,721     265,006     200,105
 Furniture and Equipment,
  Depreciation and               402,540     323,516     253,172
Maintenance
 Federal Insurance Premiums       37,073      22,711      21,961
 Advertising and Promotion       128,991      96,908      93,087
 Office Supplies and Postage     231,119     170,084     131,344
 Other                           379,956     311,681     275,922
  Total Noninterest Expense    3,854,180    2,945,29   2,472,922
                                                   2

INCOME BEFORE INCOME TAXES     1,828,140    1,470,06   1,842,436
                                                   1

INCOME TAXES                     645,724     569,583     715,166

NET INCOME                     $1,182,41    $  900,4   $1,127,27
                                       6          78           0

EARNINGS PER SHARE AMOUNTS     $     2.3    $     1.   $     2.4
                                       0          77           2




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

         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME








        For the Years Ended     1999         1998        1997
               December 31,
NET INCOME                   $ 1,182,41    $ 900,47    $1,127,27
                                      6           8            0

OTHER COMPREHENSIVE INCOME
 (LOSS), NET OF TAX:
 Unrealized Gains (Losses)
  on Investment Securities
  Available for Sale         (1,553,486      71,066       56,125
                                      )
 Less Reclassification
Adjustment
  for Gains on Sales of
  Investment Securities          23,578           0            0
 Deferred Income Tax
(Expense)
  Benefit Associated With
  Unrealized Gains (Losses)
on
  Investment Securities
Available
  for Sale                      581,365    (27,005)     (21,328)

   Other Comprehensive
Income
    (Loss), Net of Tax        (948,543)      44,061       34,797

COMPREHENSIVE INCOME         $   233,87    $ 944,53    $1,162,06
                                      3           9            7

























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

   CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

        For the Years Ended December 31, 1999, 1998, 1997




                                        Accumulated
                                          Other
                   Capital in           Comprehensive Total
           Common  Excess of  Retained    Income    Shareholders'
           Stock    Par Value   Earnings     (Loss)       Equity

BALANCES,
 JANUARY 1,
 1997    $2,333,775$3,426,999$   591,812 $ (33,521)  $6,319,065

Other
 Comprehensive
 Income           0         0         0    34,797        34,797

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

BALANCES,
 DECEMBER 31,
 1997     2,333,775 3,426,999 1,719,082     1,276     7,481,132

Other
 Comprehensive
 Income           0         0         0    44,061        44,061

Stock Dividend
 of 46,526
 Shares of
 Common Stock232,630  930,520(1,163,150)        0             0

 Net Income         0         0    900,478         0      900,47
8

BALANCES,
DECEMBER 31,
 1998     2,566,405 4,357,519 1,456,410    45,337     8,425,671

Other
 Comprehensive
 Loss             0         0         0  (948,543)     (948,543)

Net Income         0         0  1,182,416         0    1,182,416

BALANCES,
 DECEMBER 31,
 1999    $2,566,405$4,357,519$ 2,638,826 $(903,206)  $8,659,544






 The accompanying notes are an integral part of these financial
                           statements.
                                                              -6-

                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF CASH FLOWS





  For the Years Ended
     December 31,           1999          1998          1997

CASH FLOWS FROM
OPERATING
 ACTIVITIES
 Net Income              $  1,182,41   $   900,47    $  1,127,27
                                   6            8              0
 Adjustments to
Reconcile
  Net Income to Net
Cash
  Provided by Operating
  Activities:
   Provision For Loan        160,000      235,000        177,500
Losses
   Depreciation              326,718      277,338        238,292
   Amortization                    0        1,119          4,460
   Gain on Sale of
    Investment              (23,578)            0              0
Securities
   Loss on Sale of
Premises
    and Equipment                  0            0            143
   Deferred Income Tax
    (Benefit)                 14,083      (9,968)         72,681
   Increase (Decrease)
in
    Unearned Interest      (177,024)    (417,886)         92,637
   (Increase) in
Unearned
    Loan Fees               (19,802)     (15,715)        (9,225)
   Amortization of Net
    Premiums on
Investment
    Securities                13,278        7,995         12,874
   Federal Home Loan
Bank
    Stock Dividends         (22,500)     (18,600)       (15,900)
   (Increase) in
Accrued
    Interest Receivable    (105,440)    (179,297)       (21,017)
   (Increase) Decrease
in
    Prepaid Expenses
    and Other                 23,766        4,062      (120,298)
   (Increase) Decrease
in
    Prepaid Income            10,050     (10,050)              0
Taxes
   Increase (Decrease)
in
    Accrued Interest        (52,523)      108,468          4,279
Payable
   Increase (Decrease)
in
    Income Taxes             108,302      (9,499)      (138,558)
Payable
   Increase (Decrease)
in
    Other Liabilities         63,140    (245,451)        216,994
     Total Adjustments       318,470    (272,484)        514,862
      Net Cash Provided
by
       Operating           1,500,886      627,994      1,642,132
Activities



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

        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)







  For the Years Ended
     December 31,           1999          1998          1997

CASH FLOWS FROM
INVESTING
 ACTIVITIES
 Purchases of
Investment
  Securities Available
  for Sale               (11,782,649   (30,740,050    (2,827,894
                                   )             )             )
 Principal Repayments
on
  Mortgage-Backed
Securities
  Available for Sale       1,457,869       897,250       388,432
 Maturities of
Investment
  Securities Available
  for Sale                 6,250,000    14,000,000     2,350,000
 Increase in Loans       (10,381,565   (2,709,342)    (2,757,242
                                   )                           )
 Sales of Investment
  Securities Available
  for Sale                 1,487,641             0             0
 Net Purchases of
Premises
  and Equipment          (1,131,632)     (448,643)    (1,007,064
                                                               )
 Proceeds From Sale of
  Premises and                     0             0           862
Equipment
     Net Cash Used in
      Investing          (14,100,336   (19,000,785    (3,852,906
Activities                         )             )             )

CASH FLOWS FROM
FINANCING
 ACTIVITIES
 Increase in Deposits      3,621,721    27,212,684     6,700,546
 Repayment of Federal
Home
  Loan Bank Advances               0      (43,121)       (2,170)
     Net Cash Provided
by
      Financing            3,621,721    27,169,563     6,698,376
Activities

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS             (8,977,729)     8,796,772     4,487,602

CASH AND CASH
EQUIVALENTS,
 BEGINNING OF YEAR        17,478,837     8,682,065     4,194,463

CASH AND CASH
EQUIVALENTS,
  END OF YEAR            $  8,501,10   $ 17,478,83    $ 8,682,06
                                   8             7             5





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

        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)







  For the Years Ended
     December 31,           1999          1998          1997

Supplementary
Disclosures
 of Cash Flow
Information:
  Cash Paid During the
   Year for:
    Interest             $  3,982,91   $  3,760,55    $ 3,029,65
                                   3             8             9
    Income Taxes         $    513,28   $    599,10    $   781,04
                                   9             0             3

Supplementary
Disclosures of
 Noncash Investing
 Activities:
  Change in Unrealized
Gain
   Gain (Loss) on
   Investment            $ (1,529,90   $     71,06    $    56,12
Securities                        8)             6             5
  Change in Deferred
Income
   Tax Associated With
   Unrealized Gain
(Loss)
   on Investment         $   (581,36   $     27,00    $    21,32
Securities                        5)             5             8
  Change in Net
Unrealized
   Gain (Loss) on
   Investment            $   (948,54   $     44,06    $    34,79
Securities                        3)             1             7
  Issuance of Common
   Stock Dividend:
    Par                            $   $    232,63             $
                                   0             0             0
    Capital in Excess
     of Par Value                  $   $    930,52             $
                                   0             0             0
    Reduction in
Retained
     Earnings Due to
     Issuance of
     Common Stock                  $   $  1,163,15             $
                                   0             0             0
    Acquisition of
     Foreclosed Real     $    210,29             $             $
Estate                             2             0             0













 The accompanying notes are an integral part of these financial
                           statements.
                                                              -8-

                 FIRST CENTRAL BANCSHARES, INC.
                         AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                December 31, 1999, 1998, and 1997

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  businesses through its six branches  in  Lenoir
City,  Loudon,  Tellico Village, Farragut, Kingston,  and  Alcoa,
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.

Consolidated  Statements of Comprehensive Income - In  June  1997
the  Financial  Accounting Standards Board issued SFAS  No.  130,
Reporting   Comprehensive  Income.  This  statement   establishes
standards  for reporting comprehensive income and its  components
in  the  consolidated financial statements.  The  object  of  the
statement is to report a measure of all changes in equity  of  an
enterprise  that  results from transactions  and  other  economic
events  of the period other than transactions with owners.  Items
included  in  comprehensive income include  revenues,  gains  and
losses  that  under generally accepted accounting principles  are
directly  charged  to equity. Examples include  foreign  currency
translations, pension liability adjustments and unrealized  gains
and  losses  on  investment securities available  for  sale.  The
Company  adopted  this  statement in 1998 and  has  included  its
comprehensive income in a separate financial statement as part of
its consolidated financial statements.

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

Cash  and  Due  From  Banks - Cash and due  from  banks  includes
balances  in four correspondent commercial banks located  in  the
southeastern  United States, approximately $387,000 ($125,000  in
1998)  on  deposit with the Nashville branch of  Federal  Reserve
Bank  of Atlanta, and approximately $15,000 ($13,000 in 1998)  on
deposit  with the Federal Home Loan Bank of Cincinnati.  Balances
in correspondent bank accounts in excess of FDIC insurance limits
are  approximately $399,500 as of December 31, 1999 ($74,000   in
1998).

Federal  Funds  Sold  - Federal funds sold consist  of  unsecured
loans  to  two  correspondent commercial  banks  located  in  the
southeastern United States.  These loans are repaid on  the  next
business day.
Investment Securities - The Bank applies the Financial Accounting
Standards  Board Statement of Financial Accounting Standards  No.
115, Accounting for Certain Investments in Debt Equity Securities
(SFAS  No. 115).  In accordance with SFAS No. 115, the  Bank  has
classified all of its investment securities in the available  for
sale  category.  These securities are carried at fair value based
on quoted market prices.  Any unrealized gain or loss is reported
in  the  consolidated statements of comprehensive income, net  of
any deferred tax effect.

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

See Note 2 for additional information on investment securities.

Recognition   of  Interest  on  Loans  -  Unearned  interest   on
installment loans is recognized as income over the terms  of  the
loans  using a declining balance method.  Interest on other loans
is  calculated using the simple interest method on the  principal
outstanding. Accrual of interest is discontinued on a  loan  when
management  believes,  after considering  economic  and  business
conditions and collection efforts, that the borrower's  financial
condition is such that collection of interest is doubtful.

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

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

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

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

Organization  Costs - Organization costs incurred  in  the  share
exchange  with  the  Holding Company totalled  $22,304  and  were
amortized over sixty months.

Earnings  Per Share - Earnings per share is based on the weighted
average  number of shares outstanding of 513,281 in 1999 (507,465
and 466,755 in 1998 and 1997).
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, 1999 and  1998  are  as
follows:
                  Investment Securities Available for Sale
                                    Gross  Gross     Estimated
                       Amortized UnrealizedUnrealized  Market
                         Cost       Gains    Losses      Value
As of December 31, 1999:
 Debt Securities:
  U.S. Treasury Securities
   and Obligations of
   U.S. Government
   Corporations and
    Agencies            $22,395,485 $      0 $(1,258,541)$21,136,
944
  Obligations of States
   and Political
   Subdivisions         2,163,640      397  (91,694)  2,072,343
  Mortgage-Backed
    Securities           4,702,195    3,148    (110,093)   4,595,
250
                       29,261,320    3,545 (1,460,328)27,804,537
 Equity Security:
  Stock in Federal Home
   Loan Bank of Cincinnati,
   at Cost                350,100        0        0     350,100
  Stock in Banker's Bank,
   at Cost                 74,575        0           0     74,575
                       $29,685,995  $  3,545 $(1,460,328)$28,229,
212
As of December 31, 1998:
 Debt Securities:
  U.S. Treasury Securities
   and Obligations of
   U.S. Government
   Corporations and
     Agencies           $20,161,589 $ 47,998 $   (44,149)$20,165,
438
  Obligations of
   States and Political
   Subdivisions         2,180,234   46,580   (4,352)  2,222,462
  Mortgage-Backed
    Securities           4,444,434   31,022      (3,975)   4,471,
481
                       26,786,257  125,600  (52,476) 26,859,381
 Equity Security:
  Stock in Federal Home
   Loan Bank of Cincinnati,
    at Cost               279,800        0          0     279,800
                       $27,066,057  $125,600 $   (52,476)$27,139,
181
The  amortized cost and estimated market value of debt securities
as  of December 31, 1999 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                   $ 8,065,582$ 7,622,598
Due After One Year Through Five Years       9,734,008  9,344,715
Due After Five Years Through Ten Years     10,216,878  9,695,201
Due After Ten Years                         1,244,852  1,142,023
 Total Debt Securities                    $29,261,320$27,804,537

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.

Gross  gains  of  $23,578 were realized on the  sale  of  certain
investment securities classified as available for sale during the
year ended December 31, 1999.

There  were  no  sales  of  investment securities  classified  as
available  for sale during the years ended December 31,  1998  or
1997.   Accordingly, no gross gains or gross losses were realized
for the years ended December 31, 1998 or 1997.

Investments with carrying values of approximately $5,144,000  and
$3,987,000 were pledged to secure deposits of public funds as  of
December 31, 1999 and 1998, 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:

                                            1999        1998
Loans secured by real estate:
 Non farm-non-residential               $13,232,573 $ 7,539,262
 Construction and land development        9,814,058   8,280,106
 Residential and other properties        22,519,366  23,552,907
  Total loans secured by real estate     45,565,997  39,372,275
Commercial and industrial loans          12,631,423   5,489,849
Consumer loans                           13,511,471  16,761,563
Other loans                                 878,177     928,133
                                         72,587,068  62,551,820

Less:  Allowance for Loan Losses           (618,034)   (594,059)
       Unearned Interest                   (800,425)   (977,449)
       Unearned Loan Fees                   (16,909)    (36,711)
                                        $71,151,700 $60,943,601

In the ordinary course of business, the Bank has entered into off-
balance-sheet financial instruments consisting of commitments  to
extend  credit, commercial letters of credit and standby  letters
of  credit.   These  financial instruments are  recorded  in  the
financial  statements  when  they  become  payable.   Outstanding
letters of credit were approximately $2,296,000 and $3,146,000 as
of  December 31, 1999 and 1998, respectively. Unadvanced lines of
credit  and  commitments  to  extend  credit  were  approximately
$13,701,000  and $14,359,000 as of December 31,  1999  and  1998,
respectively.   Of the total outstanding letters  of  credit  and
unadvanced  lines  and commitments as of December  31,  1999  and
1998, approximately $7,898,000 and $8,008,000, 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,
                                             December 31,
                                            1999        1998
Loans at beginning of year              $ 1,805,956  $1,152,906
 Disbursements                              928,646   1,184,718
 Repayments                              (1,521,614)   (531,668)
Loans at end of year                    $ 1,212,989  $1,805,956

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

                                 1999        1998         1997
Balance,
 Beginning of Year            $ 594,059   $ 586,860   $ 562,536
Provision -
 Charged to Expense             160,000     235,000     177,500
Recoveries of Loans
 Previously Charged Off          59,653      56,762      55,329
Loans Charged Off              (195,678)   (284,563)   (208,505)
Balance,
 End of Year                  $ 618,034   $ 594,059   $ 586,860

Loans  past  due ninety days or more and still accruing  interest
totalled  approximately $89,000 as of December 31, 1999 ($141,000
in  1998).   There were loans totalling approximately $34,000  on
which  the  accrual  of  interest had  been  discontinued  as  of
December 31, 1999 ($230,000 in 1998).

As of December 31, 1999 and 1998, the Bank had loans amounting to
approximately  $658,000  and $810,000,  respectively,  that  were
specifically classified as impaired.  The average individual loan
balance of these impaired loans amounted to approximately $22,000
and  $19,000, respectively, for the years ended December 31, 1999
and  1998.   As  of December 31, 1999 and 1998 the allowance  for
loan  losses for impaired loans amounted to approximately $73,000
and  $162,000.   Also, interest income of $138,000  and  $147,000
relating  to  these impaired loans was recognized for  the  years
ended December 31, 1999 and 1998.

NOTE 4 - PREMISES AND EQUIPMENT

A summary of premises and equipment is as follows:

                                             1999        1998
Land                                      $1,689,970  $1,134,298
Buildings                                  3,059,913   2,856,415
Furniture, Fixtures and Equipment          1,856,409   1,483,947
                                           6,606,292   5,474,660
Less Accumulated Depreciation              1,496,991   1,170,273
                                          $5,109,301  $4,304,387


NOTE 5 - ACCRUED INTEREST RECEIVABLE

A summary of accrued interest receivable is as follows:
                                              1999        1998
Investment securities                       $424,806    $369,161
Loans                                        354,524     304,729
                                            $779,330    $673,890
NOTE 6 - DEPOSITS

A summary of deposits is as follows:
                                            1999        1998
Demand Deposits:
 Noninterest-bearing accounts           $ 16,592,114$ 14,550,674
 NOW and MMDA accounts                    27,648,830  27,169,833
 Savings accounts                          5,075,289   3,856,225
  Total Demand Deposits                   49,316,233  45,576,732

Term Deposits:
 Less than $100,000                       42,271,834  41,300,879
 $100,000 or more                         13,820,831  14,909,566
  Total Term Deposits                     56,092,665  56,210,445
                                        $105,408,898$101,787,177

As  of  December  31,  1999,  the scheduled  maturities  of  term
deposits above are as follows:

     2000                                $36,832,899
     2001                                 14,634,583
     2002`                                 1,247,695
     2003                                  2,983,757
     2004                                    393,731
                                         $56,092,665


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  was  repayable
monthly with interest at the rate of 8.20% and had a maturity  of
fifteen  years  but  was  paid off  in  1998.   Interest  expense
associated with the advance from the FHLB totalled $  0  for  the
year ended December 31, 1999 ($3,612 in 1998 and $3,634 in 1997).
Pursuant to collateral agreements with the FHLB, the advance  was
secured  by  the  Bank's  FHLB stock and certain  first  mortgage
loans.


NOTE 8 - INTEREST EXPENSE

A summary of interest expense is as follows:

        1999                     1998        1997
Deposits:
 NOW and MMDA Accounts        $  862,001  $1,035,393  $  928,161
 Savings Accounts                108,868      81,078      72,545
 Term Deposits                 2,959,521   2,748,943   2,028,246
  Total Interest
   Expense on Deposits         3,930,390   3,865,414   3,028,952

Borrowings:
 Federal Funds Purchased               0           0       1,352
 FHLB Advances                         0       3,612       3,634
   Total Interest Expense on Borrowings         0     3,612     4
,986
   Total Interest Expense     $3,930,390  $3,869,026  $3,033,938

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:

            1999             1998             1997
                Percent         Percent          Percent
                  of              of               of
                Pretax          Pretax           Pretax
      Amount    Income  Amount  Income  Amount   Income
Federal income
  tax at
 statutory rate$621,567  34.0 %$499,821 34.0 % $626,428   34.0%
Tax exempt income(22,442)(1.2) (15,283) (1.0)      (290)   0.0
State income, net68,470   3.7   54,216   3.7     72,043    3.9
Other, net     (21,871)  (1.2)   30,829  2.0     16,985    0.9

     $645,724    35.3 %$569,583 38.7 % $715,166   38.8 %
Income taxes
 consist of:
  Current     $631,641         $579,551        $642,485
  Deferred (Benefit)  14,083     (9,968)         72,681
     $645,724`         $569,583        $715,166

The  net  deferred tax asset in the December 31,  1999  and  1998
consolidated balance sheets includes the following components:

       1999                                   1998
Deferred Tax Assets:
 Provision for Loan Losses                  $169,244    $178,825
 Deferred Loan Fees                            6,419      13,936
 Unrealized Holding Loss on Investment Securities 553,578       0
  Total Deferred Tax Assets                  729,241     192,761
Deferred Tax Liabilities:
 Depreciation                                 72,615      74,429
 FHLB Stock Dividends                         36,556      28,015
 Change in Accounting Method                   1,574       3,149
 Unrealized Holding Gain on Investment Securities  0      27,787
 Prepaid Items                                20,021      24,931
 Other                                         5,012       8,269
  Total Deferred Tax Liabilities             135,778     166,580
   Net Deferred Tax Assets                  $593,463    $ 26,181
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, 1999, 1998 and 1997 are as follows:

                                401k
                              Matching Profit Sharing    Total
    1999                       $7,452      $70,484      $77,936
    1998                        7,201       66,644       73,845
    1997                        6,522       68,105       74,627

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, 1999, that the
Bank  meets  all  capital adequacy requirements to  which  it  is
subject.

As  of  December  31,  1999,  the Bank  is  categorized  as  well
capitalized under the regulatory framework for prompt  corrective
action.   To  be categorized as well capitalized, the  Bank  must
maintain minimum total risk-based, Tier I risk-based and  Tier  I
leverage  ratios  as  set  forth in  the  table.   There  are  no
conditions  or  events since that date that  management  believes
have changed the institution's category.

The  Bank's actual capital amounts and ratios are also  presented
in the table.  All amounts are in thousands of dollars.

                                                  To be Well
                                     To Comply With Capitalized U
nder
                                     Minimum CapitalPrompt Correc
tive
                        Actual        Requirements  Action Provis
ions
                    Amount   Ratio Amount Ratio    Amount Ratio
As of December 31, 1999:
Total Capital
 (to Risk-
  Weighted Assets)  $10,166   12.4%$6,582  >8.0%   $8,228 >10.0%
Tier I Capital
 (to Risk-
  Weighted Assets)  $ 9,548   11.6%$3,291  >4.0%   $4,937  >6.0%
Tier I Capital
 (to Average
  Assets)           $ 9,548    8.5%$5,628  >5.0%   $5,628  >5.0%
As of December 31, 1998:
Total Capital
 (to Risk-
  Weighted Assets)  $ 8,959   12.0%$5,991  >8.0%   $7,489 >10.0%
Tier I Capital
 (to Risk-
  Weighted Assets)  $ 8,365   11.2%$2,996  >4.0%   $4,494  >6.0%
Tier I Capital
 (to Average
  Assets)           $ 8,365    7.6%$5,504  >5.0%   $5,504  >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, 1999, the amounts which  will  actually  be
realized  or  paid  upon settlement or maturity  of  the  various
financial instruments could be significantly different.

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

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

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

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

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

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

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

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

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


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

Off-Balance-Sheet  Loan  Commitments - The  fair  value  of  loan
commitments  is  based on fees currently charged  to  enter  into
similar  agreements, taking into account the remaining  terms  of
the   agreements   and  the  present  creditworthiness   of   the
counterparties.  For fixed rate loan commitments, fair value also
considers the difference between current levels of interest rates
and the committed rates.  The fair value of letters of credit  is
based on fees currently charged for similar agreements or on  the
estimated  cost  to  terminate  them  or  otherwise  settle   the
obligations with the counterparties at the reporting  date.   The
fair  value of these items is not material to the Company  as  of
December 31, 1999.
The recorded book value and estimated fair value of the Company's
financial instruments as of December 31 are as follows:

                                                             1999
             1998
                               Recorded    Estimated  Recorded  Estimated
                                 Book        Fair       Book    Fair
                                  Value      Value      Value      Value

FINANCIAL ASSETS:
 Cash and Cash
   Equivalents     $  8,501,108$  8,501,108$ 17,478,837$ 17,478,8
37
  Investment Securities$ 28,229,212$ 28,229,212$ 27,139,181$ 27,1
39,181
  Net Loans        $ 71,151,700$ 70,897,350$ 60,943,601$ 60,747,2
03

FINANCIAL LIABILITIES:
  Deposits         $105,408,898$105,324,926$101,787,177$102,117,6
40
 Advances From Federal
    Home   Loan  Bank   $           0$           0$            0$
 0


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,  1999,  the  Bank's
receivables  included two industry concentrations,  one  to  four
family   residential  properties  ($18,535,045)  and   commercial
properties   ($5,161,190).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, 1999

Assets:
 Demand Balance With Subsidiary                      $   15,146
 Accounts Receivable - Subsidiary                           (11)
 Investment in Subsidiary                             9,547,615
  Total Assets                                       $9,562,750

Shareholders' Equity:
 Common Stock - Par Value $5.00,
  Authorized 2,000,000 Shares; 513,281
  Shares Issued and Outstanding                     $ 2,566,405
 Capital in Excess of Par Value                       4,357,519
 Retained Earnings                                    2,638,826
  Total Shareholders' Equity                        $ 9,562,750

                  CONDENSED STATEMENT OF INCOME
                  Year Ended December 31, 1999
Undistributed Earnings of Subsidiary                $ 1,182,416
  Net Income                                        $ 1,182,416
                CONDENSED STATEMENT OF CASH FLOWS
                  Year Ended December 31, 1999

Operating Activities:
 Net Income                                         $ 1,182,416
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Undistributed Earnings of Subsidiary              (1,182,416)
   Decrease in Accounts Receivable - Subsidiary             425
    Total Adjustments                                (1,181,991)
     Net Cash Provided by Operating Activities and
      Net Increase in Demand Balance With Subsidiary        425

Demand Balance With Subsidiary, Beginning of Year        14,721
Demand Balance With Subsidiary, End of Year         $    15,146


NOTE 15 - STOCK DIVIDENDS

During  1998,  the Holding Company's board of directors  approved
the  issuance of a ten percent stock dividend to shareholders  of
record  as  of  January 1, 1998. An additional 46,526  shares  of
common  stock were issued at $25 per share, and retained earnings
were  reduced  by  $1,163,150 in 1998 as a result  of  the  stock
dividend.   The holding company did not declare a stock  dividend
in 1999 or 1997.

NOTE 16 - PENDING BRANCH SALE

The  Bank  has entered into an agreement, effective  October  31,
1999,  to  sell  one  of  its branches to  another  bank  holding
company. The sale of the premises and equipment will include  the
transfer  of  the  cash, loans and related  accrued  or  unearned
interest,  deposits  and related accrued  interest,  and  certain
other assets and liabilities related to the branch.

The  total consideration of $1,500,000 is for the opportunity  to
acquire  the branch and for the branch itself and is  payable  in
two  components. The buyer paid $300,000 (received in 1999)  upon
the   execution  of  the  agreement.  The  $300,000   amount   is
nonrefundable,  and  as  such, has  been  recorded  in  the  1999
consolidated  statement of income as Income  From  Non-Refundable
Deposit  on Sale of Branch. The remaining $1,200,000  is  due  at
closing of the transaction in 2000.

The sale is subject to approval of the appropriate federal and/or
state  regulatory  authorities and certain  obligations  of  both
parties,  and may be terminated at any time on or before  closing
by  the mutual consent in writing by both parties, none of  which
affect the nonrefundable nature of the $300,000.

                    FINANCIAL DATA SCHEDULES

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

                                1999                         1998

                  Average         AverageAverage       Average
                  Balance Interest Yield  BalanceInterest Yield
ASSETS
Federal Funds Sold$  6,281  $  306 4.87%$13,057  $  685  5.25%
Investment Securities:
Available for Sale:
 Taxable           26,089    1,710 6.55% 18,594   1,199  6.45%
 Tax - Exempt       2,234       82 3.67%  1,347      56  4.16%
Gross Loans,
 Including Fees    68,619    6,212 9.05% 59,509   5,716  9.61%
Total Interest
 Earning Assets   103,223   $8,310 8.05% 92,507  $7,656  8.28%

Cash and Due From Banks3,793              3,094
All Other Assets    6,587                 4,779
Less:
 Reserve for Loan Losses(622)              (578)
 Unearned Fees and
  Interest         (1,510)               (1,245)
Total Assets     $111,471               $98,557

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest Bearing Deposits:
 Time Deposits   $ 55,292   $2,960 5.35%$48,449  $2,752  5.68%
 Other Deposits    31,620      970 3.07% 29,393   1,116  3.80%
FHLB Advances`          0        0 0.00%     11       1  9.09%
Federal Funds Purchased      0      00.00%      0      0 0.00%
Total Interest
 Bearing Liabilities86,912  $3,930 4.52% 77,853  $3,869  4.97%
Non-Interest Bearing
 Deposits          15,734                12,317
Total Cost of Funds                3.83%                 4.29%
All Other Liabilities 361                   488
Shareholders' Equity8,856                 7,905
Unrealized Gain (Loss)
 on Securities Available
 for Sale            (392)                   (6)
Total Liabilities and
 Shareholders' Equity$111,471           $98,557

Net Interest Yield                 3.53%                 3.31%

Net Interest Margin                4.24%                 4.09%

                          SCHEDULE II
                      RATE/VOLUME ANALYSIS
                         (IN THOUSANDS)






                            1999/1998                   1998/1997

                 Increase (Decrease) dueIncrease (Decrease) due
                       to  change  in              to  change  in

                   AverageAverage       AverageAverage
                   Balance Rate   Total Balance Rate   Total
INTEREST REVENUE

Federal Funds Sold $ (330)  $(49)$ (379)$  564  $  (2)$  562
Securities Available
 for Sale Taxable     491     20    511    489    (29)   460
Securities Available
 for Sale, Tax Exempt  33     (7)    26     55     (0)    55
Loans, Including Fees   824 (329)   495   (145)   (41)  (186)
Total Interest Revenue1,018 (365)   653    963    (72)   891

INTEREST EXPENSE

Interest Bearing
 Deposits             410   (348)    62    829     10    839
Other Short-Term
 Borrowings             0     (1)    (1)    (3)     0     (3)
Federal Funds Purchased     0    0     0      0    (1)     (1)
Total Interest Expense$  410 (349)   61 $  826     (9)   835

Net Change in Net
 Interest Revenue   $ 608   $(16) $ 592 $  137   $(81)$   56


                          SCHEDULE III
                   INTEREST RATE SENSITIVITY
                         (IN THOUSANDS)

                            December 31, 1999
                       0-3    4 MO     1 YR
                     MONTHS TO 1 YR   TO 5 YR  > 5 YR   TOTAL
ASSETS
Federal Funds Sold $  2,280 $      0 $      0 $     0  $  2,280
Investments           8,047        0   9,345  10,837  28,229
Loans                25,160   12,179   35,051     197   72,587

Total Earning Assets$ 35,487 $ 12,179 $ 44,396 $11,034 $103,096

LIABILITIES AND SHAREHOLDERS EQUITY
Interest-Bearing
 Deposits          $ 48,619 $ 24,368 $ 15,830 $      0 $ 88,817
Non-Interest
 Bearing Deposits    16,592        0        0       0   16,592

Total Interest and
 Non-Interest
 Bearing Deposits  $ 65,211 $ 24,368 $ 15,830 $     0 $105,409

Interest Rate
 Sensitivity Gap   $(29,724)$(12,189)$ 28,566 $11,034 $ (2,313)

Cumulative Interest
 Rate Sensitivity Gap$(29,724)$(41,913)$(13,347)$(2,313)

Net Repricing Gap as a
 Percentage of Total
 Earning Assets     (28.83)% (11.82)%  27.71%   10.70% (2.24)%

Cumulative Gap as a
 Percentage of Total
 Earning Assets     (28.83)% (40.65)% (12.94)% (2.24)%

                          SCHEDULE IV
                         LOAN REPRICING
                         (IN THOUSANDS)

                            December 31, 1999
                       0-3    4 MO     1 YR
                     MONTHS TO 1 YR   TO 5 YR  > 5 YR   TOTAL
LOAN CATEGORY
 Real Estate -
  Commercial         $ 4,361   $2,005  $6,862   $   0 $13,228
 Real Estate -
  Construction and
  Land Development     4,416    5,398       0       0   9,814
 Real Estate -
  Residential          7,839    1,144  13,536       0  22,519
 Commercial and
  Industrial           3,578    1,274   7,717      67  12,636
 Installment Loans -
  Consumer and Other   4,966    2,358   6,936     130  14,390

Total                $25,160  $12,179 $35,051   $ 197 $72,587

                           SCHEDULE V
                      NONPERFORMING ASSETS
                         (IN THOUSANDS)



                                            December 31,
                                           1999        1998
Non-Accrual Loans                           $ 34        $230
Loans Past Due > 90 Days                      89         141
Restructured Loans                             0           0

Total Non-Performing Assets                 $123        $371



                          SCHEDULE VI
                 ANALYSIS OF LOAN LOSS RESERVE
                         (IN THOUSANDS)



                                            December 31,
                                           1999        1998
Balance at Beginning of Period              $594        $587

Charge-Offs:
Commercial, Financial & Agricultural           0          26
Real Estate - Construction                     0           0
Real Estate - Mortgages                        0           0
Installment - Consumer                       196         259
Other                                          0           0

Total Charge-Offs                            196         285

Recoveries:
Commercial, Financial and Agricultural         0           8
Real Estate - Construction                     0           0
Real Estate - Mortgages                        0           0
Installment - Consumer                        60          49
Other                                          0           0

Total Recoveries                              60          57

Net Charge-Offs                              136         228

Provision for Loan Losses                    160         235

Balance at the End of the Period            $618        $594

Ratio of Net Charge-Offs to
 Average Loans Outstanding                 0.20%      $0.38%

                          SCHEDULE VII
                ALLOCATION OF LOAN LOSS RESERVE
                         (IN THOUSANDS)



                                    December 31,
                              1999% of Total  1998% of Total
Commercial, Financial and
 Agricultural                 $127    21%     $ 56     9%
Real Estate - Construction     108    17%      123    21%
Real Estate - Mortgages        113    18%      111    19%
Installment - Consumer         162    27%      158    27%
Other                          108    17%      146    24%
Unallocated                      0     0%        0     0%
                              $618   100%     $594   100%
                          SCHEDULE VIII
                   RETURN ON ASSETS AND EQUITY
                         (IN THOUSANDS)





                                             1999      1998
Return on Average Assets                     1.06%     0.91%

Return on Average Equity                    13.35%    11.39%
Dividend Payout Ratio                        0.00%     0.00%

Average Equity to Average Assets             7.94%     8.02%



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

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

PART III

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

(a)  Directors and Executive Officers

The   information  appearing  under  the  caption  "Election   of
Directors"  on pages 3 and 4 of the Proxy Statement  relating  to
the  2000  Annual  Meeting  of the Stockholders  is  incorporated
herein  by reference.  The Proxy Statement is included with  this
report as Exhibit 99.

Item 10.  Executive Compensation

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

Item  11.   Security Ownership of Certain Beneficial  Owners  and
Management

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

Item 12.  Certain Relationships and Related Transactions

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

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibit 27 - Selected Financial Data
     (b)  Exhibit 99 - Proxy Statement

FORM 1O-KSBA

SIGNATURES


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





FIRST CENTRAL BANCSHARES, INC.

Date:  3/30/00        By:  /s/ Ed F. Bell
                      Ed F. Bell Chairman, President and Chief
                       Executive Officer


Date:  3/30/00        By:  /s/ Willard D. Price
                       Willard D. Price, Executive Vice President
and
                      Chief Operating Officer


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



_________________________________
____________________________________
Ed  F.  Bell,  Chairman, President   Willard D. Price,  Executive
Vice
 and Chief Executive Officer       President and Chief Operating
 Director                          Officer, Director
Date:                                                     3/30/00
Date:           3/30/00



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



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



___________________________________
____________________________________
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:
EXHIBIT 27
SELECTED FINANCIAL DATA
(IN THOUSANDS)
December 31, 1999

Cash                                                     $ 6,221
Federal Funds Sold                                         2,280
Investments Available for Sale                            28,229
Loans, Net of Unearned Fees and Interest                  71,770
Allowance for Losses                                        (618)
Other Assets                                               6,850
Total Assets                                             114,732
Deposits                                                 105,409
Short-Term Borrowings                                          0
Other Liabilities                                            664
Common Stock                                               2,566
Other Stockholders' Equity                                 6,093
Total Liabilities & Stockholders' Equity                 114,732
Interest on Loans                                          6,212
Interest on Investments                                    1,792
Other Interest Income                                        306
Total Interest Income                                      8,310
Interest on Deposits                                       3,930
Total Interest Expense                                     3,930
Net Interest Income                                        4,380
Provision for Loan Losses                                    160
Securities Gain/Loss                                          23
Noninterest Income                                         1,439
Noninterest Expense                                        3,854
Income Before Tax                                          1,828
Income Taxes                                                 646
Net Income                                                 1,182
Earnings Per Share                                          2.30
Net Interest Yield - EA                                     3.53%
Loans - Non Accrual                                           34
Loans Past Due > 90 Days                                      89
Troubled Debt Restructuring                                    0
Potential Problem Loans                                        0
Allowance - Beginning                                        594
Total Charge-Offs                                            196
Total Recoveries                                              60
Provision for Loan Losses                                    160
Allowance - End of Period                                    618
Loan Loss - Domestic                                         618
Loan Loss - Foreign                                            0
Loan Loss - Unallocated                                        0
Selected Performance Ratios:
 Return on Average Assets                                   1.05%
 Return on Average Equity                                  13.35%
 Net Interest Margin                                        4.24%
 Average Net Loans as a Percent of Average Deposits
Capital Ratios:
 Leverage                                                   8.50%
 Tier 1 Risk-Based                                         11.60%
 Total Risk-Based                                          12.40%
(b)  EXHIBIT 99 - PROXY STATEMENT
                              Proxy

                 First Central Bancshares, Inc.
                      725 Highway 321 North
                  Lenoir City, Tennessee 37771

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST CENTRAL BANCSHARES, INC.  ("The Corporation")

The  undersigned does hereby appoint Ed F. Bell  and  Willard  D.
Price  and each of them,  with full power to each of substitution
and  revocation as proxies to vote all shares of common stock  of
the  Corporation registered in the name(s) of the undersigned and
held  by  them  of record as of March 10, 2000,   at  the  Annual
Meeting  of Shareholders to be held at the main office  of  First
Central  Bank,  725  Highway 321 North,  Lenoir  City,  Tennessee
37771, on April 20, 2000 at 7:00 p.m., local time, and at any and
all adjournments,  upon the following matters:

1.   Election of Directors

  ______ For all nominees listed below (except as indicated to
          the contrary below)

  ______ Withhold authority to vote for all listed below:

               G. Bruce Martin          Guilford F. Tyler, Jr.
               Willard Price

          Instruction: To withhold authority to vote for any
          individual nominee,  write  nominee's name in the space
          provided below.
_________________________________________________________________
_______

2.   _____For    _____Against    _____Abstain

     The proposal to approve the appointment of Pugh and Company,
     P.C., C.P.A.'s as auditors for the Corporation for 2000.


3.   In  their  discretion,  the Proxies are authorized  to  vote
     upon  such  other business as may properly come  before  the
     meeting or any adjournment thereon.

This  proxy,   when properly executed ,  will  be  voted  in  the
manner directed herein by the undersigned shareholder(s).  If  no
direction is made this proxy will be voted for proposals 1 and 2.

Please  sign  exactly  as  name (or  names)  appear(s)  on  stock
certificates.   When  shares are held  by  joint  tenants,   both
should    sign.     When   signing   as   attorney,     executor,
administrator,  trustee or guardian,  please give full  title  as
such.   If a corporation,  please sign in full corporate name  by
authorized   officer.   If  a  partnership,    please   sign   in
partnership name by authorized person.

DATED:                   Signature


Please Print             Signature if held jointly


MEETING RESPONSE:
Please sign,  date and return promptly in the enclosed,  self-
addressed envelope.
____I/We will attend     ____I/We will bring guests    ____I/We
will not attend

                 First Central Bancshares, Inc.
                          P. O. Box 230
                  Lenoir City, Tennessee 37771

                  _____________________________


Dear First Central Shareholder:

You  are  cordially  invited  to attend  the  Annual  Meeting  of
Shareholders  of First Central Bancshares, Inc.   Loudon  County,
Tennessee,   to be held Thursday,  April 20, 2000  at  7:00  p.m.
The  meeting  will  be held at the Main Office of  First  Central
Bank,   located at 725 Highway 321 North, Lenoir City, Tennessee,
followed by a reception.

At  the  meeting you will be asked to consider and  vote  on  two
issues:  (I)  the election of three (3) directors to serve  until
the  2003 Annual Meeting , and [II] the ratification of Pugh  and
Company,  P.C.  as  auditors  of  the  Company  for  2000.    The
individuals nominated for election to the Board of Directors are:
G.  Bruce Martin, Willard D. Price, and Guilford F. Tyler, Jr. to
serve until the 2003 Annual Meeting.

Please  review the additional materials enclosed which  highlight
details of our April 20, 2000 meeting.  It is important that  you
complete your YELLOW PROXY FORM and return it to us by April 5th,
whether you plan to attend the meeting or not.  Also, be sure  to
let  us  know if you are planning to attend the meeting  and  the
number of guests accompanying you.  A self-addressed envelope has
been provided for the return of your proxy.

Thank  you  for  your  continued support.   We  look  forward  to
receiving  your proxy form and having you join us for our  Annual
Meeting.

Kindest regards,




Ed F. Bell
Chairman,  President and CEO

EFB.mst
Enclosures/Notice
                 FIRST CENTRAL BANCSHARES, INC.
                      725 Highway 321 North
                  Lenoir City,  Tennessee 37771

            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

               To Be Held Thursday, April 20, 2000

      Notice  is  hereby  given that the 2000 Annual  Meeting  of
Shareholders  of  First  Central Bancshares,  Inc.  (the  "Annual
Meeting") will be held on Thursday,  April 20, 2000 at 7:00  p.m.
local  time,  in  the main office of First Central  Bank  at  725
Highway  321  North,  Lenoir City, Tennessee  for  the  following
purposes:

(1)  To elect three (3) directors who will serve three-year terms
     or  until  their  successors  have  been  duly  elected  and
     qualified;

(2)  To  ratify the appointment of Pugh and Company, P.C.,  CPA's
     as  independent accountants and auditors for  First  Central
     Bancshares,  Inc.; and

(3)  To consider and act upon any other matters that may properly
     come  before  the  Annual  Meeting  or  any  adjournment  or
     adjournments thereof.

      Only  holders  of First Central Bancshares,  Inc.'s  common
shares of record at the close of business on March 10, 2000  will
be entitled to notice of, and to vote at, the Annual Meeting.

      IMPORTANT  NOTE:  Please COMPLETE AND RETURN  the  enclosed
proxy even if you plan to attend the Annual Meeting.  You may, of
course,  withdraw  your proxy and vote your  own  shares  if  you
attend the Annual Meeting.

                                   BY ORDER OF THE BOARD OF
               DIRECTORS

                                   Ed F. Bell,  President and
                                   Chief
                                    Executive Officer

March 15, 2000


                        IMPORTANT NOTICE
REGARDLESS  OF  WHETHER YOU PLAN TO ATTEND  THE  ANNUAL  MEETING,
PLEASE  REVIEW  THE ENCLOSED MATERIAL, AND PROMPTLY  MARK,  DATE,
SIGN  AND RETURN THE ENCLOSED FORM OF PROXY IN THE ENCLOSED SELF-
ADDRESSED ENVELOPE BY APRIL 5, 2000.



                 FIRST CENTRAL BANCSHARES, INC.
                         PROXY STATEMENT
         ANNUAL MEETING OF SHAREHOLDERS, APRIL 20, 2000

THIS PROXY STATEMENT, together with the enclosed proxy, which  is
first being mailed to shareholders on or about March 15, 2000, 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
20,   2000, 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, 2000, 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  564,361 shares of $5.00 par value per  share  common
stock (the "Common Shares").

The  presence in person or by proxy of 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   the
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  five  percent  of   the
outstanding  Common Shares of the Corporation.   The  information
shown  in  the  Proxy Statement, unless otherwise indicated,   is
based  on information provided to the Corporation as of March  1,
2000.

                         Amount and Nature of          Percent of
Name of Beneficial Owner Beneficial Ownership (1)   Class(2)
(a)  Ed F. Bell                12,708 (5)
2.25%
     Barry H. Gordon           16,913 (3) (4)
3.00%
     Robert D. Grimes          11,781 (3) (5)
2.09%
     Gary Kimsey               19,121                   3.39%
     G. Bruce Martin            4,188 (4)
 .74%
     Willard D. Price          12,023 (3)
     2.13%
     Benny L. Shubert           7,320 (3)
     1.30%
     Peter G. Stimpson         16,836 (3)
     2.98%
     Guilford F. (Tim)
      Tyler, Jr.               11,350 (3) (4) (5) (6)
     2.01%
     Ted L. Wampler,  Jr.       5,993                   1.06%
     James W. Wilburn, III      9,660 (3) (4)
     1.71%

(b)  Directors and officers
      as a group (19
      persons)           132,909                  23.55%


(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 issued and outstanding.
(2)  Based upon 564,361 Common Shares issued and outstanding.
(3)  Includes shares 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. Bell's, Mr.  Tyler's  and  Mr.
     Grime's individual retirement accounts.
(6)  Includes  shares  held  by and/or  joint  with  Mr.  Tyler's
     sister.

             Election of the 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 three
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 2003 or until their successors  are  elected
and qualified.

Three-Year Term Expiring 2003

                         G. Bruce Martin
                        Willard D. Price
                     Guilford F. 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               64   Banker                        1991
President and Chief
 Executive Officer

Barry Gordon        53   Veterinarian,  Lenoir City
                         Animal Clinic                 1991

Robert D. Grimes         62   Robert D. Grimes Construction Co.  1991

Jack Hammontree          58   Vice President, Baker Realty       1997
(term expires April 20,
 2000, and will
 not seek reelection)

Gary Kimsey              57   President,  Gemtron Corp.          1991

G. Bruce Martin          48   Agent,  State Farm Insurance
                          Company                      1991

Willard D. Price         53   Banker                        1991
Executive Vice President
 and Chief Operating
 Officer

Benny Shubert       66   Owner,  Shubert Motors             1991

Dr. Peter Stimpson  51   Physician                     1991

Guilford F. (Tim)
 Tyler, Jr.              52   Banker                        1991
Senior Vice President

Ted Wampler, Jr.         41   President,
                          Wampler's Farm Sausage             1991

James Wilburn,  III 50   President,
                          Wilburn Hardware                  1991

Description of Board and Committees

The  Board holds monthly meetings and special meetings as called.
Each  director  receives $750 for each meeting of  the  Board  of
Directors  attended  and receives no compensation  for  committee
meetings  attended.   During the fiscal year ended  December  31,
1999,  the  Board of Directors held 14 meetings.   All  incumbent
directors  attended more than 75 percent 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,
Price,  Kimsey,  Tyler,  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  29
times in 1999.

The  Audit  Committee,   composed  of  Messrs.  Martin,  Shubert,
Wampler,  and  Wilburn,  reviews annual and  interim  reports  of
independent   auditors   and  provides  the   recommendation   of
independent  auditors.  The Audit Committee met  4  times  during
1999.

The  Investment  Committee is composed of Messrs. Price,  Grimes,
Kimsey and Stimpson. The Investment Committee reviews and directs
the  investment portfolio of the Bank.  The Investment  Committee
held 0 meetings in 1999.

        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  for services rendered in all capacities  during  the
fiscal  years ended December 31, 1999, 1998 and 1997.   No  other
officer compensation exceeded $100,000 during such years.


Name and Principal Position    Year     Salary    Bonus
Other Annual
Ed F. Bell, President & CEO    1999     $92,000
$ 1,916                  $36,604
                         1998  $80,000  $13,855
$34,713
                         1997  $73,000  $17,504
$29,183

         Certain Relationships 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 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,   1999  as  follows:  Gordon:  $101,000;  Shubert  $426,550*,
Stimpson,   $288,961;  Grimes  $71,802.  No  other  director   or
executive  officer (or their affiliate) was indebted  $60,000  or
more to the bank.

*Direct Liability: $418,395 ;  Indirect Liability: $8,155


     Approval of Independent Public Accountants (Proposal 2)

The  Board of Directors of the Corporation has selected Pugh  and
Company,   P.C. as its independent public accountants  for  2000.
Pugh  and Company,  P.C. was also employed by the Corporation  in
that  capacity in 1999.  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.

                      Expense 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

Shareholder's  proposals intended to be  presented  at  the  2001
Annual   Meeting  of  Shareholders  must  be  received   by   the
Corporation  at the executive offices on or before  December  31,
2000  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 schedules 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., Attention:  Willard  Price,
Chief  Operating  Officer, 725 Highway 321  North,  Lenoir  City,
Tennessee 37771.  Each such written request must set forth a good
faith  representation that as of the record  date  of  March  10,
2000,   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 written request  to
the Chief Operating Officer and payment to the Corporation of its
costs 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 15, 2000
March 15,  2000

                  A Message to Our Shareholders



1999 At A Glance.

     First  Central  Bancshares,  Inc.,   and  its  single   bank
subsidiary,  enjoyed another  strong year of growth in 1999.   It
was  a  year  that saw our company retain its distinguished  rank
again among Tennessee's strongest financial institutions.

     First  Central's continued progress reflects  a  network  of
successful elements whose main adhesive ingredient is a steadfast
base   of   investors  and  satisfied  customers.   This  formula
represents  a  proud accomplishment for all of us,   for  without
satisfied patrons,  our achievements would not exist.

     In  1999,   First Central's achievements included our  first
full  year  of  service  to  Blount County  at  our  full-service
facility  in Alcoa. We acquired property and completed  plans  to
relocate  to a new modern office in Hunters Crossing, which  will
be  large enough to accommodate our continued growth there.  This
facility is under construction and is scheduled to open  in  mid-
summer of 2000.

     Our  Internet branch at www.firstcentralbank.com, which  was
one  of  the first on-line banking services offered in our  area,
continued  to  grow and evolve with new technology. In  addition,
First Central expanded customer service through the offering of a
network of ATM access through industrial plant sites, convenience
markets, retail product centers, and colleges throughout our five
county service area.

     In  the  face  of  a continued strong local economy,   First
Central  experienced  a  good  increase  in  demand  for   loans,
particularly in real estate loans. First Central stands ready  to
continue meeting the credit needs of customers in the year  2000.
Also,  First Central will be expanding its products and  services
by  offering annuities and mutual funds in all offices throughout
our system.

     We   are  pleased  to  report  that  our  preparedness  paid
dividends  as Y2K came and went with no glitches or  problems  in
our operations.  We are thankful for the confidence shown by you,
our shareholders, and our customers as the year of 1999 came to a
close.

     Indeed, 1999 was an excellent year at First Central Bank and
we  can  say,  with full confidence, that the new century  brings
great  opportunities for continued growth and unlimited  success.
We wish to thank our shareholders, customers, and staff, for your
commitment  and  support these past years and we  ask   for  your
continued  support  in  this new century as  we  enthusiastically
embark upon  the year 2000.

With great appreciation,



Ed F. Bell
Chairman,  President and CEO


MARKET ANALYSIS

      The  Main  Office  of First Central Bank is located  in  Loudon
County.  This  county  has a population of more than  38,000.  Loudon
County's  geographic proximity to Interstates 40  and  75,   and  the
rapidly expanding West Knox County area, is important to its economic
growth. It is blessed with an improving economy,  due in part to  the
attraction of manufacturing businesses and a flourishing construction
industry.  Conditions in these areas create ideal job demand  in  new
home  construction  and residential development,   small-to-mid  size
retail   developments,  and  abundant  employment  opportunities   in
government and industry.

     First    Central   Bancshare's   primary   market   area    lies
geographically  in Loudon County,  Tennessee and areas  within  a  50
mile  radius.  Included in this designation are parts of the counties
of  Knox,   Blount,   Monroe,   Anderson,   and  Roane.  Knox  County
contains  a  population of more than 365,000. First Central  services
the  growth-oriented,  western portion  of  this  county.  Population
figures for the remainder of the service area are as follows:  Blount
(100,377);  Roane  (49,909); and Monroe (33,934). Economically,  each
county  is  different,  with  varying  characteristics  in  industry,
levels of employment,  tax structure,  and quality of life.

On the state level,  economic improvements are sporadic and scattered-
with   each  county  facing  challenges  and  obstacles  unique  unto
themselves.   First  Central Bank's service  area  is  no  exception.
While the opportunities presented here are never fully utilized,  the
steady progress in the area is evident in the quality of life.

     For the Company and its member bank,  diversity has been the key
to  success. The growing financial needs of the small business sector
coupled  with the growing loan needs of a stable blue-collar  market,
comprise   the  foundation  of  First  Central's  business  platform.
Continued growth within these segments is both planned and expected.

      First Central Bancshares, Inc.  is strategically positioned  to
manage  the  economic  challenges which are present  in  the  markets
served  by the institution. First Central is well equipped to  expand
and  refine  its current product and services, in order to  meet  the
demands of the marketplace.