UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                             --------------------------
                                      FORM 10-Q

(Mark one)

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


     For the quarterly period ended March 31, 1998


[ ]  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  0 - 9676

                            FIRST COMMERCIAL CORPORATION
               (Exact name of registrant as specified in its charter)


               ARKANSAS                                    71-0540166
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                    Identification Number)   


               400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS   72201
              (Address of principal executive offices)      (Zip Code)


         Registrant's telephone number, including area code:   (501)371-7000


    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 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.  Yes [X] No [ ]


    Indicate the number of shares outstanding of each of the registrant's 
classes of common stock, as of the latest practical date.


                    Class                     Outstanding at March 31, 1998
   ---------------------------------------     --------------------------------
   Common Stock, $3.00 par value per share               37,603,692






<PAGE>
                                  TABLE OF CONTENTS

  Item                                                                   Page
  ----                                                                   ----

                           PART I - FINANCIAL INFORMATION

   1.      Financial Statements (Unaudited).............................   1

   2.      Management's Discussion and Analysis of Financial Condition
           and Results of Operations....................................  10

   3.      Quantitative and Qualitative Disclosures about Market Risk...  20

                            PART II - OTHER INFORMATION

   1.      Legal Proceedings............................................  20

   6.      Exhibits and Reports on Form 8-K.............................  20

 Signatures.............................................................  21







































<PAGE> 1
                           PART I - FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                                Unaudited
CONSOLIDATED BALANCE SHEETS                                         March 31,        December 31, 
(Dollars in thousands, except par value)                                    --------------     --------------
                                                                                 1998               1997    
                                                                            --------------     --------------
<S>                                                                         <C>                <C>
ASSETS
 Cash and due from banks................................................... $      447,245     $      397,361
 Federal funds sold........................................................        237,220            173,794
                                                                            --------------     --------------
  Total cash and cash equivalents..........................................        684,465            571,155
 Investment securities held-to-maturity, estimated market
  value $341,105 and $410,620 respectively.................................        338,877            408,683
 Investment securities available-for-sale..................................      1,413,171          1,309,955
 Trading account securities................................................            516                149
 Loans and leases, net of unearned income..................................      4,643,100          4,317,631
 Allowance for possible loan and lease losses..............................        (86,879)           (79,970)
                                                                            --------------     --------------
  Net loans and leases.....................................................      4,556,221          4,237,661
 Bank premises and equipment, net..........................................        136,015            124,872
 Other real estate owned, net of allow for possible losses of $1 and $2,
  respectively.............................................................          6,917              5,658
 Other assets..............................................................        245,907            229,119
                                                                            --------------     --------------
    Total assets........................................................... $    7,382,089     $    6,887,252
                                                                            ==============     ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
 Non-interest bearing transaction accounts................................. $    1,110,616     $    1,222,660
 Interest bearing transaction and savings accounts.........................      2,256,228          1,983,803
 Certificates of deposit $100,000 and over.................................        665,239            727,000
 Other time deposits.......................................................      2,297,488          2,014,227
                                                                            --------------     --------------
  Total deposits...........................................................      6,329,571          5,947,690
 Short-term borrowings.....................................................        314,329            203,185
 Other liabilities and deferred income taxes...............................         78,866             80,161
 Long-term debt............................................................         23,394              5,103
                                                                            --------------     --------------
  Total liabilities........................................................      6,746,160          6,236,139
 Stockholders' equity
  Preferred stock, $1 par value, 400,000 shares authorized, none issued....             --                 --
  Common stock, $3 par value, 50,000,000 shares authorized,
   37,612,842 and 37,578,681 shares issued, respectively...................        112,839            112,736
  Capital surplus..........................................................        330,135            359,629
  Retained earnings........................................................        191,359            174,423
  Accumulated other comprehensive income, net of taxes
   Unrealized net gains on available-for-sale securities...................          2,222              4,325
  Less treasury stock at cost, 9,150 and -0- shares, respectively..........           (626)                --
                                                                            --------------     --------------
   Total stockholders' equity..............................................        635,929            651,113
                                                                            --------------     --------------
    Total liabilities and stockholders' equity............................. $    7,382,089     $    6,887,252
                                                                            ==============     ==============
 See accompanying notes.
</TABLE>


<PAGE> 2

                         FIRST COMMERCIAL CORPORATION
                        CONSOLIDATED INCOME STATEMENTS
                                (Dollars in thousands, except per share data)

                                                             Unaudited
                                                         Three Months Ended
                                                              March 31,      
                                                       ----------------------
                                                          1998        1997   
                                                       ----------  ----------
Interest income
   Loans and leases, including fees................... $   95,962  $   95,226
   Short-term investments.............................      2,238       2,249
   Investment securities-taxable......................     21,890      22,406
                        -nontaxable...................      2,925       3,037
   Trading account securities.........................         (1)         12
                                                       ----------  ----------
     Total interest income............................    123,014     122,930
Interest expense
   Interest on deposits...............................     49,777      51,236
   Short-term borrowings..............................      2,741       2,502
   Long-term debt.....................................         99         420
                                                       ----------  ----------
     Total interest expense...........................     52,617      54,158
Net interest income...................................     70,397      68,772
Provision for possible loan and lease losses..........      2,051       2,842
                                                       ----------  ----------
     Net interest income after provision for
       possible loan and lease losses.................     68,346      65,930
Other income
   Trust department income............................      4,161       3,238
   Mortgage servicing fee income......................      8,849       9,774
   Broker-dealer operations income....................      1,696       1,243
   Service charges on deposit accounts................      8,003       8,112
   Other service charges and fees.....................      4,078       3,932
   Investment securities gains (losses), net..........        154          10
   Other real estate gains (losses), net..............        (76)       (354)
   Other..............................................      2,687       1,970
                                                       ----------  ----------
     Total other income...............................     29,552      27,925
Other expenses
   Salaries, wages and employee benefits..............     28,922      28,880
   Net occupancy......................................      3,735       3,931
   Equipment..........................................      3,907       3,925
   FDIC insurance.....................................        267         (48)
   Amortization of mortgage servicing rights..........      2,193       4,243
   Other..............................................     17,910      18,215
                                                       ----------  ----------
     Total other expenses.............................     56,934      59,146
   Income before income taxes.........................     40,964      34,709
   Income tax provision...............................     13,656      12,148
                                                       ----------  ----------
     Net income....................................... $   27,308  $   22,561
                                                       ==========  ==========





<PAGE> 3

                         FIRST COMMERCIAL CORPORATION
                    CONSOLIDATED INCOME STATEMENTS (Continued)
                                 (Dollars in thousands, except per share data)

                                                           Unaudited
                                                       Three Months Ended
                                                             March 31,       
                                                       ----------------------
                                                          1998        1997   
                                                       ----------  ----------

Weighted average number of 
  common shares outstanding - Basic................... 37,318,092  37,432,824
Dilutive potential common shares......................    525,543     430,330
                                                       ----------  ----------
Weighted average number of common shares -
  assuming dilution................................... 37,843,635  37,863,154
                                                       ==========  ==========

Basic earnings per common share....................... $     0.73  $     0.60
                                                       ==========  ==========

Diluted earnings per common share..................... $     0.72  $     0.60
                                                       ==========  ==========
See accompanying notes.


































<PAGE> 4
<TABLE>
<CAPTION>
                         FIRST COMMERCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                (Dollars in thousands, except per share data) 
                                                                          Accumulated
                                                                             Other
                                           Common               Retained  Comprehensive  Treasury
                                           Stock     Surplus    Earnings  Income (Loss)   Stock      Total
                                         ---------  ---------  ---------  ------------- --------- ---------
<S>                                      <C>        <C>        <C>        <C>           <C>       <C>      
 Balance - December 31, 1996............ $ 101,618  $ 263,090  $ 191,813  $       1,079 $      -- $ 557,600
 Comprehensive income
  Net income............................                          22,561                             22,561
  Other comprehensive income, net of taxes
   Unrealized gain (loss) on available-
    for-sale (AFS) securities...........                                         (5,256)             (5,256)
                                                                                                  ---------
       Total comprehensive income.......                                                             17,305
                                                                                                  ---------
 Cash dividends-$.23 per common share...                          (9,691)                            (9,691)
 Stock options exercised................        85        111                                           196
 Purchase of treasury stock, 91 shares..                                                       (2)       (2)
 Purchase of minority shares of
  Springhill Bank & Trust Company,
   253 shares...........................         1         10                                   2        13
 Acquisition of W.B.T. Holding Company, Inc.,
   1,430,050 shares.....................     4,087                14,524            214              18,825
 Acquisition of City National Bank,
     152,752 shares.....................       436      1,289         14                              1,739
 Acquisition of First Charter Bancshares, Inc.,
     277,439 shares.....................       792       (487)     5,109                              5,414
                                        ---------- ----------  ---------  ------------- --------- ---------
 Balance - March 31, 1997...............$  107,019 $  264,013  $ 224,330  $      (3,963)       -- $ 591,399
                                        ========== ==========  =========  ============= ========= =========

 Balance - December 31, 1997............$  112,736 $  359,629  $ 174,423  $       4,325 $      -- $ 651,113
 Comprehensive income
  Net income............................                          27,308                             27,308
  Other comprehensive income, net of taxes
   Unrealized gain (loss) on AFS securities
    ($2,145), net of reclassification
    adjustment for income(loss) included in
    net income of ($42)                                                          (2,103)             (2,103)
                                                                                                  ---------
       Total comprehensive income.......                                                             25,205
                                                                                                  ---------
 Cash dividends-$.28 per common share...                         (10,372)                           (10,372)
 Stock options exercised................       103        412                                           515
 Purchase of treasury stock for use in
  Kemmons Wilson, Inc. acquisition,  
  1,125,000 shares......................                                                  (74,270)  (74,270)
 Acquisition of Kemmons Wilson, Inc.
  1,115,850 shares......................              (29,906)                             73,644    43,738
                                        ---------- ----------  ---------  ------------- --------- ---------
Balance - March 31, 1998................$  112,839 $  330,135  $ 191,359  $       2,222 $    (626)$ 635,929
                                        ========== ==========  =========  ============= ========= =========
See accompanying notes.
</TABLE>


<PAGE> 5
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                                     Unaudited       
CONSOLIDATED STATEMENTS OF CASH FLOW                                     Three Months Ended   
(Dollars in thousands)                                                                       March 31,      
                                                                                     -----------------------
                                                                                        1998         1997   
                                                                                     ----------   ----------
<S>                                                                                  <C>          <C>
OPERATING ACTIVITIES

 Net income......................................................................... $   27,308   $   22,561
 Adjustments to reconcile net income to net cash provided by (used in)
  operating activities:
  Depreciation and amortization.....................................................      6,360        8,429
  Provision for possible loan and lease losses......................................      2,051        2,842
  Gain on sale of available-for-sale investment securities..........................       (154)         (10)
  Gain on sale of equipment.........................................................        (26)          (6)
  Loss (gain) on sale of other real estate..........................................       (531)          26 
  Write downs of other real estate..................................................        111           11
  Equity in undistributed earnings of unconsolidated subsidiary.....................       (510)        (146)
  Decrease (increase) in trading securities.........................................       (374)         171
  Realized loss on trading securities...............................................          7           --
  Decrease (increase) in mortgage loans held for resale.............................    (22,929)       2,939
  Increase in income taxes payable..................................................      7,484       11,879 
  Decrease (increase) in interest and other receivables.............................      3,536         (240)
  Decrease in interest payable......................................................       (335)      (1,685)
  Increase (decrease) in accrued expenses...........................................    (19,869)       1,100
  Increase in prepaid expenses......................................................       (182)        (438)
                                                                                     ----------   ----------
   Net cash provided by operating activities........................................      1,947       47,433

INVESTING ACTIVITIES

 Proceeds from sales of investment securities available-for-sale....................    152,991           80
 Proceeds from maturing investment securities available-for-sale....................    605,879      211,179
 Proceeds from maturing investment securities held-to-maturity......................    133,683       91,535
 Purchases of investment securities available-for-sale..............................   (853,037)    (184,849)
 Purchases of investment securities held-to-maturity................................    (59,968)     (94,607)
 Purchase of institutions, net of funds acquired....................................     42,935       32,362
 Net (increase) decrease in loans and leases........................................     21,261      (48,769)
 Capital expenditures...............................................................     (4,432)      (3,561)
 Proceeds from sale of bank premises and equipment..................................        742          263
 Purchased mortgage servicing rights and changes in other assets, net...............      7,916        1,961 
 Proceeds from sales of other real estate...........................................      1,901          675
                                                                                     ----------   ----------
  Net cash provided by investing activities.........................................     49,871        6,269

</TABLE>











<PAGE> 6
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                                     Unaudited       
CONSOLIDATED STATEMENTS OF CASH FLOW  (continued)                   Three Months Ended   
(Dollars in thousands)                                                                       March 31,      
                                                                                     -----------------------
                                                                                        1998         1997   
                                                                                     ----------   ----------
<S>                                                                                  <C>          <C>       
FINANCING ACTIVITIES

 Net increase (decrease) in demand deposits, NOW accounts, and savings accounts.....     47,130     (179,777)
 Net increase (decrease) in time deposits...........................................       (647)      17,785
 Net increase in short-term borrowings..............................................     99,144        4,967 
 Proceeds from long-term borrowings.................................................          3           --
 Repayment of long-term debt........................................................        (11)      (6,062)
 Purchase of treasury stock.........................................................    (74,270)          (2)
 Sale of treasury stock.............................................................         --            2
 Stock options exercised............................................................        515          196
 Cash dividends paid on common stock................................................    (10,372)      (9,691)
                                                                                     ----------   ----------
  Net cash provided by (used in) financing activities...............................     61,492     (172,582)

 Net increase (decrease) in cash and cash equivalents...............................    113,310     (118,880)
 Cash and cash equivalents at the beginning of year.................................    571,155      654,830
                                                                                     ----------   ----------
 Cash and cash equivalents at end of period......................................... $  684,465   $  535,950
                                                                                     ==========   ==========

 See accompanying notes.
</TABLE>





























<PAGE> 7
                          FIRST COMMERCIAL CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                              March 31, 1998

1.	There have been no significant changes in the accounting policies of the 
Company since December 31, 1997, the date of the most recent annual 
report on Form 10-K, except as disclosed in Note 7, nor have there 
occurred events, except as disclosed in Notes 4, 5 and 6, which have had 
a material impact on the disclosures contained therein.

2.	In the opinion of management, the accompanying unaudited consolidated 
financial statements contain all adjustments necessary to present fairly 
the financial position as of March 31, 1998, and the results of 
operations and changes in cash flows for the three months then ended.  
Any adjustments consist only of normal recurring accruals.

3.	Cash payments for interest were approximately $50.9 million and $55.8 
million for the first quarter of 1998 and 1997, respectively.  Cash 
payments for income taxes during the first quarter of 1998 and 1997 were 
approximately $700 thousand and $970 thousand, respectively.

4.	Aearth Development, Inc. v. First Commercial Bank, N.A.
	-------------------------------------------------------
	First Commercial Bank, N.A., a wholly owned subsidiary of Registrant, is 
the defendant in litigation initiated in 1989 seeking approximately $200 
million in compensatory damages plus punitive damages.  Plaintiffs in the 
litigation allege fraudulent conspiracy, fraudulent misrepresentation, 
tortious interference with a business expectancy, breach of contract, 
willful breach of fiduciary duty, interference with performance of 
contract, securities law violations, conversion, prima facie tort and 
violations of the Federal Racketeer Influenced and Corrupt Organizations 
Act as a basis for trebled damages.  In June of 1991, the matter was 
tried before a chancery judge in Chancery Court in Pulaski County, 
Arkansas, and on June 5, 1992, the complaint was dismissed and no damages 
were assessed against First Commercial Bank, N.A.  Plaintiffs appealed 
this decision to the Supreme Court of Arkansas in July of 1992, alleging 
error for failure to try the case before a jury in Circuit Court.  On 
July 18, 1994, the Supreme Court of Arkansas remanded the case to Circuit 
Court in Pulaski County, Arkansas, for jury trial.  A jury trial was 
held, which concluded March 13, 1996, with the jury awarding plaintiffs a  
total of $12.5 million compensatory damages and $10.0 million punitive  
damages.  After a setoff pertaining to monies owed by Aearth Development, 
Inc., and related interests, to First Commercial Bank, N.A., and a 
Remittitur reducing the punitive damages awarded in the judgment by $7.0 
million, the final award was $8.2 million.  On June 27, 1996, First 
Commercial Bank, N.A., filed a Notice of Appeal to the Supreme Court of 
Arkansas.  On April 30, 1998, the Arkansas Supreme Court reversed the 
judgment and dismissed the case.

    First Commercial Bank, N.A. is uncertain if any additional appeals or 
motions might be attempted, but believes the impact of this matter will  
not have a materially adverse effect on the Company's financial position. 
However, if any substantial loss were to occur as a result of this 
litigation it could have a material adverse impact upon results of 
operations in the fiscal quarter and/or year in which it were to be 
incurred, but the Company cannot estimate the range of any reasonably 
possible loss.



<PAGE> 8
                           FIRST COMMERCIAL CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                              March 31, 1998

5.  On February 8, 1998, the Company and Regions Financial Corporation 
    ("Regions") entered into a definitive agreement that provides for the
    merger of the Company into Regions.  Following the merger, Regions will 
    have assets of $32.8 billion and 667 banking locations in nine southern 
    states.  Under the terms of the agreement, Regions will exchange 1.7 
    shares of its common stock for each share of the Company's common stock.
    Based on Regions' closing stock price on February 6, 1998, the transaction
    would be valued at approximately $2.7 billion.  The merger, which is 
    expected to be a tax-free reorganization for federal income tax purposes
    and accounted for as a pooling of interests, is expected to be consummated
    during the third quarter of 1998, pending Regions and Company shareholder
    approval, regulatory approval and other customary conditions of closing. 
    Approximately 65.9 million shares of Regions' common stock are expected to
    be issued in the transaction.  In connection with the execution of the 
    definitive agreement, the Company granted Regions an option to purchase,
    under certain circumstances, up to 19.9% of the Company's outstanding 
    shares of common stock.

6.  On March 25, 1998, the Company acquired all of the outstanding shares of
    Kemmons Wilson, Inc., in exchange for 1,115,850 shares of the Company's
    common stock.  The Company used treasury shares it had acquired during the
    first quarter of 1998 for the expressed intent of this acquisition.
    Kmmons Wilson, Inc., which name the Company changed to KWB Holdings, Inc.,
    was the parent company of KW Bancshares, Inc., which owned Federal Savings
    Bank headquartered in Rogers, Arkansas.  Federal Savings Bank had assets
    of $393 million and serviced approximately $1 billion in residential 
    mortgage loans.  This transaction was accounted for as a purchase.  The
    Company recorded costs in excess of fair value of the net assets acquired
    of $41.9 million, which will be amortized over 25 years using the 
    straight-line method.

7.  In June 1997, the Financial Accounting Standards Board issued Statement
    130, "Reporting Comprehensive Income."  This Statement establishes new
    rules for the reporting and display of comprehensive income and its
    components.  As of January 1, 1998, the Company adopted Statement 130 and
    the adoption of this Statement had no impact on the Company's net income
    or stockholders' equity.  Statement 130 requires unrealized gains or
    losses on the Company's available-for-sale securities, which prior to
    adoption were reported separately in stockholders' equity, to be included
    in other comprehensive income.  Prior year financial statements have been
    reclassified to conform to the requirements of Statement 130.

8.  Long-term debt

    Long-term debt increased during the first quarter of 1998 primarily due to
    the addition of an $18.3 million note through the acquisition of Kemmons 
    Wilson, Inc.  This note is payable to Mercantile Bank with interest rates 
    floating at 30-day London InterBank Offered Rate plus 1.25%.  The terms 
    include quarterly principal and interest payments with the remaining 
    balance due at maturity of December 31, 2000.






<PAGE> 9

9.  Earnings per share

    The following table sets forth the computation of basic and diluted 
    earnings per share ("EPS"):
                                            Three Months Ended March 31,
    (Dollars in Thousands, Except Per Share)      1998        1997 
                                               ----------  ----------
    Numerator:                           
     Net income                                $   27,308  $   22,561
     Preferred stock dividends................         -           - 
     Effect of dilutive securities............         -           - 
                                               ----------  ----------
     Numerator for basic and diluted EPS...... $   27,308  $   22,561
                                               ==========  ==========
    Denominator:
     Denominator for basic EPS-weighted
      shares outstanding...................... 37,318,092  37,432,824
     Effect of dilutive securities:
      Employee stock options..................    525,543     430,330
                                               ----------  ----------
     Denominator for diluted EPS-adjusted
      weighted average shares and assumed
      conversion.............................. 37,843,635  37,863,154
                                               ==========  ==========
    Basic earnings per common share........... $     0.73  $     0.60
                                               ==========  ==========
    Diluted earnings per common share......... $     0.72  $     0.60
                                               ==========  ==========































<PAGE> 10

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

	First Commercial Corporation ("Registrant" or the "Company") is a multi-
bank holding company headquartered in Little Rock, Arkansas.  The Company 
operates 17 institutions in the state of Arkansas, seven institutions in the 
state of Texas, one institution in the state of Tennessee, and one institution 
in the state of Louisiana.  In a joint venture with Arvest Bank Group, Inc., 
of Bentonville, Arkansas, the Company owns 50% of two institutions in the 
state of Oklahoma.  The Company's consolidated assets at March 31, 1998, 
totaled $7.4 billion.

    On February 8, 1998, the Company and Regions Financial Corporation 
("Regions") entered into an Agreement and Plan of Merger (the "Agreement"), 
pursuant to which the Company will be merged with and into Regions, with 
Regions as the surviving entity (the "Merger").  The Boards of Directors of the 
Company and Regions approved the Agreement and the transactions contemplated 
thereby at separate meetings held on February 8, 1998.  A joint press release 
was issued by the Company and Regions on February 9, 1998 regarding the 
proposed transactions.

    Under the terms of the Agreement, Regions will exchange 1.7 shares of its 
common stock for each share of the Company's common stock.  The Merger is 
expected to be a tax-free reorganization for federal income tax purposes and 
accounted for as a pooling of interests.  It is expected that the Merger will 
be consummated during the third quarter of 1998, pending approval by the 
shareholders of the Company and Regions, regulatory approval and other 
customary conditions of closing.

    The Agreement contains provisions granting the Company the right to 
terminate the Agreement which are intended, in general, to protect the 
Company's shareholders against an excessive decline in the value of Regions' 
common stock.  The termination right is dependent upon the average closing 
price of Regions' common stock being less than 80% of a reference price and 
less than 85% of a weighted index of the stock prices of a group of seventeen 
bank holding companies, all as described more specifically in the Agreement.  
In the event the Company gives notice of its intention to terminate the 
Agreement based on such provisions, Regions has the right to elect to adjust 
the exchange ratio in accordance with the terms of the Agreement and thereby 
would extinguish the Company's right to terminate.

    In connection with the Agreement, the Company entered into a Stock Option 
Agreement pursuant to which it granted to Regions an option to purchase up to 
7,480,450 shares of the Company's common stock, representing 19.9% of the 
outstanding shares of the Company's common stock without giving effect to the 
exercise of the option.  The option is exercisable at a purchase price of 
$59.00 per share, upon certain terms and in accordance with certain conditions. 
Under the terms of the Agreement, the Total Profit and the Notional Total 
Profit, as each term is defined in the Agreement, that Regions or any other 
holder may realize as a result of exercising the option may not exceed 
$130,000,000.






<PAGE> 11

    On March 25, 1998, the Company acquired all of the outstanding shares of 
Kemmons Wilson, Inc., in exchange for 1,115,850 shares of the Company's    
common stock.  Kemmons Wilson, Inc., which name the Company changed to KWB 
Holdings, Inc., was the parent company of KW Bancshares, Inc., which owned 
Federal Savings Bank headquartered in Rogers, Arkansas.  Federal Savings Bank 
had assets of $393 million and serviced approximately $1 billion in 
residential mortgage loans.  This transaction was accounted for as a purchase.  
The Company recorded costs in excess of fair value of the net assets acquired 
of $41.9 million, which will be amortized over 25 years using the straight-
line method.

Financial Review
----------------

	The following financial review provides management's analysis of the 
consolidated financial condition and results of operations of the Company.  As 
such, the presentation focuses on those factors that have had the most 
significant impact on the Company's financial condition during the periods 
discussed.

Consolidated Earnings Summary

	Basic earnings of $0.73 per share in first quarter 1998 represented an 
increase of 21% from $0.60 per share during the same period in 1997.  Diluted 
earnings per share also increased 21% to $0.72 from $0.60.  Net income for the 
first quarter of 1998 increased 21% to $27.3 million from $22.6 million in 
1997.  The increase in net income reflects strong growth in net interest 
margin combined with tight controls over non-interest expense.

	When evaluating the earnings performance of a banking organization, two 
profitability ratios are important standards of measurement: return on average 
assets and return on average common stockholders' equity.  Return on average 
assets measures net income in relation to total average assets and portrays 
the organization's ability to profitably employ its resources.  Annualized  
returns on average assets for the first quarter of 1998 and 1997 were 1.62% 
and 1.34%, respectively.

	The second profitability ratio, return on average common stockholders' 
equity, indicates how effectively a company has been able to generate earnings 
on the capital invested by its stockholders.  In the first quarter of 1998, 
the Company earned 17.04% on average common stockholders' equity compared with 
15.49% for the first quarter of 1997.  The Company's continued improvement in 
the return on average common stockholders' equity ratio is indicative of the 
Company's successful deployment of its capital, combined with strong earnings 
growth.

Net Interest Income

	Net interest income, the greatest component of a bank's earnings, is the 
difference between income generated by earning assets and the interest cost of 
funding those assets.  For the purpose of this analysis and discussion, net 
interest income and net interest margin reflect income from tax-exempt loans 
and tax-exempt investments on a fully tax-equivalent basis.  This permits 
comparability of income data through recognition of the tax savings realized 
on tax-exempt earnings.  On a tax-equivalent basis, net interest income was 
$71.7 million in the first quarter of 1998 compared to $70.2 million for the 
same period in 1997.  Net interest margin is the ratio of net interest income


<PAGE> 12

to average earning assets.  This ratio indicates the Company's ability to 
manage its earning assets and to control the spread between yields earned on 
assets and rates paid on liabilities.  Fully tax-equivalent net interest 
margin was 4.67% for the first quarter of 1998, compared to 4.60% for the same 
period in 1997.  The increase in net interest income and net interest margin 
resulted from stable yields on earning assets combined with a decrease in 
liability costs.

	Management of net interest income and net interest margin is actively 
pursued through a continuing emphasis on pricing both loans and deposits with 
focus on profitability, rather than a narrow emphasis on local market 
conditions.  Presented in the following table is an analysis of the components 
of fully tax-equivalent net interest income for the first quarter of 1998 and 
1997.

          Analysis of Net Interest Income (FTE = Fully Tax-Equivalent)

                                                   For the Three Months 
                                                       Ended March 31,
(Dollars in thousands)                            -----------------------
                                                     1998         1997   
                                                  ----------   ----------
Interest income...................................$  123,014   $  122,930
Fully tax-equivalent adjustment...................     1,263        1,404
                                                  ----------   ----------
Interest income - FTE.............................   124,277      124,334
Interest expense..................................    52,617       54,158
                                                  ----------   ----------
Net interest income - FTE                         $   71,660   $   70,176
                                                  ==========   ==========
Yield on earning assets - FTE.....................     8.10%        8.14%
Cost of interest bearing liabilities  ............     4.16%        4.35%
Net interest spread - FTE.........................     3.94%        3.79%
Net interest margin - FTE.........................     4.67%        4.60%

    Management has and will continue to monitor the interest rate sensitivity 
position of the Company, so as to balance assets and liabilities to minimize 
the effects associated with changes in the interest rate environment on the 
net interest margin and the net interest spread.

    One process for achieving this balance is to manage the adjusted interest 
rate sensitivity gap of the Company.  Due to the large amount of loans subject 
to Arkansas usury statutes and the effect those statutes have on loan terms 
and structures, the Company has traditionally focused on its six month 
adjusted gap ratio with the target range being .90 to 1.10.  The Company may 
move within this range to optimize the trade-off between the competitive 
market level of loan rates and the statutory caps which would be applicable to 
both fixed and variable rate loans.

    The Company has traditionally used net interest revenue simulation 
modeling with a variety of interest rate scenarios for the entire Company as 
well as for certain large affiliate banks.  The Company also monitors economic 
valuation risk by measuring the sensitivity of the economic value of the 
Company's equity.





<PAGE> 13

    Current financial reporting standards require that the interest rate 
sensitivity analysis be based on contractual maturities rather than repricing 
terms.  Certain non-interest bearing accounts such as checking accounts are 
included while others are not.  The Company has chosen to spread non-maturity 
deposits over the same maturity spectrum as it uses in its economic value of 
equity modeling.  The average rates are as of  December 31, 1997.  Based on 
these reporting criteria, the table indicates the Company is asset sensitive 
on a cumulative basis at both the six month and one year time periods.  
However, changes in net interest income are determined by the volumes of 
assets being repriced as well as the rates at which the assets and liabilities 
are repriced.  For example, the rates paid on savings, NOW, and money market 
accounts tend to have a relatively low sensitivity to market interest rates.  
Adjusting these and all other balance sheet categories for their repricing 
terms and estimated sensitivity results in the Company having a ratio of 
cumulative assets to cumulative liabilities of .96 at the six month time 
period and 1.00 at the one year time period.  The Company also reviews the gap 
position for periods in excess of one year, comparing certain longer term 
fixed rate assets to certain liabilities and equity.









































<PAGE> 14

<TABLE>
<CAPTION>

Interest Rate Sensitivity                             Principal Amount Maturing in:                 
March 31, 1998                  -------------------------------------------------------------------------------------
(Dollars in thousands)            0 - 6      7 - 12      1- 2       2 - 3     3 - 4     4 - 5     There-             
                                  Months     Months      Years      Years     Years     Years     after      Total   
                                ----------  ---------  ---------  ---------  --------  --------  ---------  ---------
 <S>                              <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>      

 Rate sensitive assets:
 Fixed interest rate loans.... $1,064,256 $  647,341 $  615,513 $  409,060 $ 223,739 $ 262,524  $ 419,556 $3,641,989 
  Average interest rate.......       8.75%      9.02%      9.17%      9.15%     9.03%     8.82%      8.19%      8.87%
 Variable interest rate loans.    354,671    237,040    133,227     75,348    45,126    46,308     81,255    972,975 
  Average interest rate.......       8.41%      8.47%      9.12%      9.21%     8.70%     8.29%      8.94%      8.63%
 Fixed interest rate securities   518,980    168,605    258,966    180,629    83,196    86,654    343,064  1,640,094 
  Average interest rate.......       5.55%      5.86%      6.06%      6.00%     5.97%     5.88%      6.06%      5.86%
 Variable interest rate
  securities..................      2,775     29,218     18,680      5,939     9,491     8,746     37,105    111,954 
  Average interest rate.......       5.31%      4.87%      5.51%      7.40%     6.05%     6.64%      6.18%      5.98%
 Other interest-bearing assets    237,736          -          -          -         -         -          -    237,736 
  Average interest rate.......       4.91%         -          -          -         -         -          -       4.91%
                               ----------  ---------  ---------  ---------  --------  --------  ---------  --------- 
 Total rate sensitive assets..  2,178,418  1,082,204  1,026,386    670,976   361,552   404,232    880,980  6,604,748 

 Rate sensitive liabilities:
 Non interest-bearing checking $  341,186 $        - $  196,710 $  264,948 $ 111,062 $ 111,062 $   85,648 $1,110,616 
  Average interest rate.......          -          -          -          -         -         -          -          - 
 Savings & interest-bearing
  deposits....................          -     96,641    709,079    644,652   322,272   161,195   322,389   2,256,228 
  Average interest rate.......          -       2.47%      2.47%      2.47%     2.47%     2.47%     2.47%       2.47%
 Time deposits................  1,601,500    783,078    413,018     94,053    27,480    34,070     9,528   2,962,727 
  Average interest rate.......       5.19%      5.58%      5.79%      5.94%     5.64%     5.84%     5.48%       5.41%
 Fixed interest rate borrowings   268,154         18     18,429         36        36        36       349     287,058 
  Average interest rate.......       4.87%      6.30%      7.34%      6.30%     6.30%     6.30%     6.30%       5.03%
 Variable interest rate
  borrowings..................      45,665         -      5,000          -         -         -         -      50,665 
  Average interest rate.......       5.74%         -       5.82%         -         -         -         -        5.75%
                               ----------  ---------  ---------  ---------  --------  --------  ---------  --------- 
 Total rate sensitive
  liabilities.................  2,256,505    879,737  1,342,236  1,003,689   460,850   306,363   417,914   6,667,294 

 Rate sensitive assets minus
  liabilities.................    (78,087)   202,467   (315,850)  (332,713)  (99,298)   97,869   463,066     (62,546)
 Cumulative interest rate
  sensitivity gap.............    (78,087)   124,380   (191,470)  (524,183) (623,481) (525,612)  (62,546)
 Cumulative rate sensitive assets
  to rate sensitive liabilities      96.5%     104.0%      95.7%      90.4%     89.5%     91.6%     99.1%
 Cumulative gap as a % of earning
  assets......................       (1.2%)      1.9%      (2.9%)     (7.9%)    (9.4%)    (8.0%)    (0.9%)
</TABLE>








<PAGE> 15

Non-Interest Income

	In addition to net interest income increases, the Company has continued 
to develop its sources of non-interest income.  The primary sources of 
sustainable non-interest income are mortgage servicing, trust services, 
service charges on deposit accounts, and other service charges and fees. For 
the first quarter of 1998, non-interest income increased to $29.6 million, a 
5.83% increase from the same period in 1997.  The primary contributors to this 
increase were trust income, bank dealer operations income and other fee 
income.  The following table summarizes non-interest income for the first 
quarter of 1998 and 1997.

                                        For the Three Months
                                           Ended March 31,
(Dollars in thousands)            -----------------------------------
                                     1998        1997       % Change
                                  ----------  ----------   ----------
Trust department income.......... $    4,161  $    3,238       28.51%
Mortgage servicing fee income....      8,849       9,774       (9.46)
Broker-dealer operations income..      1,696       1,243       36.44
Service charges on deposits......      8,003       8,112       (1.34)
Other service charges and fees...      4,078       3,932        3.71
Investment securities gains
  (losses), net..................        154          10    1,440.00
Other real estate gains
  (losses), net..................        (76)       (354)     (78.53)
Other income.....................      2,687       1,970       36.40
                                  ----------  ----------
Total non-interest income........ $   29,552  $   27,925        5.83%
                                  ==========  ==========

Non-Interest Expense

	Non-interest expenses consist of salaries and benefits, occupancy, 
equipment and other expenses necessary for the operation of the Company. 
Management is committed to controlling the level of non-interest expenses 
through improved efficiency and consolidation of certain activities to achieve 
economies of scale.

    Non-interest expenses were $56.9 million for the first quarter of 1998 
compared to $59.1 million for the same period in 1997.  The primary 
contributor to this decrease was lower amortization expense due to a change in 
the estimated life of mortgage servicing rights in the second quarter of 1997.

    The following table summarizes non-interest expenses for the first quarter 
of 1997 and 1996.













<PAGE> 16

                                         For the Three Months
                                            Ended March 31,
(Dollars in thousands)            -----------------------------------
                                     1998        1997       % Change
                                  ----------  ----------   ----------
Salaries, wages and 
  employee benefits.............. $   28,922  $   28,880        0.15%
Net occupancy....................      3,735       3,931       (4.99)
Equipment........................      3,907       3,925       (0.46)
FDIC Insurance...................        267         (48)     656.25 
Amortization of mortgage servicing
  rights.........................      2,193       4,243      (48.31)
Other expenses...................     17,910      18,215       (1.67)
                                  ----------  ----------
Total non-interest expenses...... $   56,934  $   59,146       (3.74%)
                                  ==========  ==========

	An important tool in determining a bank's effectiveness in managing non-
interest expenses is the efficiency ratio, which is calculated by dividing 
non-interest expense by the sum of net interest income on a tax-equivalent 
basis and non-interest income, excluding securities gains and losses.  The 
Company's ratio decreased from 53.83% in the first quarter of 1997 to 53.18% 
in the first quarter of 1998.  The Company, in calculating its efficiency 
ratio has excluded the effect of non-recurring expenses, as well as the 
amortization of intangible assets.  The decrease in the efficiency ratio shows 
the Company's commitment to controlling non-interest expenses while increasing 
revenues. 

Income Taxes

	The effective income tax rate differs from the statutory rate primarily 
because of tax-exempt income from loans, leases and municipal securities. The 
effective tax rate was 33.3% for the first quarter of 1998 and 35.0% for the 
same period of 1997.

Loan and Lease Portfolio

	At March 31, 1998, the Company's loan and lease portfolio, net of 
unearned income, increased to $4.6 billion, as compared to $4.3 billion at 
December 31, 1997.  The growth was primarily due to the acquisition of Federal 
Savings Bank.

    The Company has continued its policy of conservative lending thereby 
avoiding significant risk areas, such as out-of-territory lending and highly 
leveraged transactions.  In keeping with this philosophy, the Company has no 
foreign loans, no loans outstanding to borrowers engaged in highly leveraged 
transactions, and no concentrations of credit to borrowers in any one 
industry.  A concentration generally exists when more than 10% of total loans 
are outstanding to borrowers in the same industry.

Provision and Allowance for Possible Loan and Lease Losses

	The allowance for possible loan and lease losses is the amount deemed by 
management to be adequate to provide for possible losses on loans and leases 
that may become uncollectible.  Reviews of general loss experience and the 
performance of specific credits are conducted in determining reserve adequacy 
and required provision expense.  The allowance is adjusted by the provision 


<PAGE> 17

for possible loan and lease losses, increased by loan recoveries and decreased 
by loan losses.

    As of March 31, 1998, the allowance for possible loan and lease losses 
equaled $86.9 million or 1.87% of total loans and leases.  Comparatively, the 
allowance for possible loan and lease losses amounted to $80.0 million or 
1.85% of total loans and leases at December 31, 1997.  The provision for 
possible loan and lease losses amounted to $2.1 million in the first quarter 
of 1998 as compared to $2.8 million in the same period of 1997.

	A key indicator of the adequacy of the allowance for possible loan and 
lease losses is the ratio of the allowance to non-performing loans.  The 
Company's ratio has been at or above 100% for the past eight years.  At March 
31, 1998, the Company's ratio was 186%.  This means that for every dollar of 
non-performing loans (impaired loans, other non-accrual loans, loans 90 days 
or more past due, and renegotiated loans), $1.86 has been set aside in the 
Company's reserves to cover possible losses.  The ratio at December 31, 1997, 
was 185%.  Another reserve adequacy indicator is the ratio of allowance for 
possible loan and lease losses and other real estate losses to non-performing 
assets (defined as impaired loans, other non-accrual loans, renegotiated 
debt, repossessed assets and other real estate owned).  The ratio was 191% at 
March 31, 1998, compared to 197% at December 31, 1997.

                              Annualized
                              Three Months
                             Ended March 31,  For the Years Ended December 31,
                             --------------  ---------------------------------
                                  1998        1997   1996   1995   1994   1993
                             --------------  ------ ------ ------ ------ -----
Net loan and lease losses
 to average loans and leases          0.23%   0.33%  0.18%  0.07%  0.04% 0.14%

Allowance for possible loan
 and lease losses to
 total loans and leases               1.87%   1.85%  1.55%  1.46%  1.62% 2.01%

Non-performing loans to
 total loans and leases               1.01%   1.00%  0.68%  0.47%  0.47% 0.63%

	The principal areas of risk for the Company are in the commercial and 
industrial, and commercial real estate loan portions of the portfolio.  
Accordingly, these areas have been allocated the largest portion of the 
reserve.  Management attempts to control the loan loss risks by maintaining a 
diverse portfolio with no significant concentrations and through an aggressive 
real estate write down policy.  The Company has only 58 loan relationships 
with aggregate outstanding balances of $5 million or greater, which further 
mitigates the loan loss risks.

Liquidity

	Long-term liquidity is a function of a large core deposit base and a 
strong capital position.  Core deposits, which consist of total deposits less 
certificates of deposit of $100,000 and over, represent the Company's largest 
and most important funding source.  The capital position of the Company is a 
result of internal generation of capital and earnings retention.  The Company 
manages dividends to retain sufficient capital for long-term liquidity and 
growth.


<PAGE> 18

    Two key measures of the Company's long-term liquidity are the ratios of 
loans and leases to total deposits and loans and leases to core deposits.  
Lower ratios in these two measures correlate to higher liquidity.  As can be 
seen in the accompanying table, liquidity ratios have generally increased, 
indicating lower liquidity.  The Company's liquidity has decreased because the 
funding of loans has outpaced the growth in the Company's deposits.  The 
Company's relatively sound deposit base, along with its low debt level and 
common and preferred stock availability, provide the company with several 
alternatives for future financing and long-term liquidity needs.

                             Three Months
                            Ended March 31,   For the Years Ended December 31,
                          ------------------  --------------------------------
                                 1998            1997        1996       1995  
                          ------------------  ----------  ----------  --------
Average loans and leases
 to average deposits                  73.52%      72.98%      71.95%    70.38%
Average loans and leases
 to average core deposits             82.29%      83.90%      83.20%    75.43%

	Short-term liquidity is the ability of the Company to meet the borrowing 
needs and deposit withdrawal requirements of its customers due to growth in 
the customer base and, to a lesser extent, seasonal and cyclical customer 
demands.  Short-term liquidity needs can be met by short-term borrowings in 
state and national money markets.  Short-term borrowings include federal funds 
purchased, securities sold under agreement to repurchase, treasury tax and 
loan accounts, and other borrowings.  Average short-term borrowings exceeded 
average short-term investments by $14.5 million in the first quarter of 1998.  
Average short-term investments exceeded average borrowings by $21.2 million in 
the fourth quarter of 1997.  During the first quarter of 1998, the Company 
used $74.3 million of liquidity to repurchase its own common shares, which 
were used to acquire Kemmons Wilson, Inc.

    The Company has continued to use short-term borrowings to fund overall 
loan growth throughout the Company.  Future short-term liquidity needs for 
daily operations are not expected to vary significantly and management 
believes that the Company's level of liquidity is sufficient to meet current 
funding requirements.

Capitalization

	The Company maintains its goal of providing a strong capital position 
while earning an acceptable return for its shareholders.  Management will use 
the additional financial leverage provided by internal generation of capital 
in pursuit of above average return opportunities.  A position of strength is 
important to the Company's customers, investors and regulators.

	At March 31, 1998, the Company's equity to asset ratio was 8.61% compared 
to 9.45% at December 31, 1997.  The decrease was caused by the repurchase of 
Company's common shares, which were used to acquire Kemmons Wilson, Inc.  At 
March 31, 1998, the Company's leverage and tier 1 and total risk-based capital 
ratios substantially exceeded the required 3%, 4% and 8% levels established by 
the Board of Governors of the Federal Reserve System, as can be seen from the 
accompanying table.





<PAGE> 19
<TABLE>
<CAPTION>

						Regulatory   March 31,    Dec. 31,      Sep. 30,    June 30,    March 31,
                                   Minimum        1998         1997         1997         1997         1997  
                                 -----------  ------------ ------------ ------------ ------------ ----------
<S>                              <C>          <C>          <C>          <C>          <C>          <C>
Leverage ratio...................    3.00%        8.13%        9.01%        8.90%        8.39%        8.13%
Tier 1 risk-based capital ratio..    4.00%       11.58%       12.74%       12.97%       12.17%       11.91%
Total risk-based capital ratio...    8.00%       12.58%       13.60%       13.83%       13.04%       12.79%
</TABLE>

	While management plans to maintain the Company's strong capital base, it 
recognizes the need to effectively manage capital levels as they relate to 
asset growth.  In order to avoid declining return on equity ratios caused by a 
more rapid rate of growth in capital than in assets, management will continue 
to evaluate options to utilize excess capital thereby improving return on 
equity.

	The Company is not aware of any current recommendations by any regulatory 
authorities which, if they were implemented, are reasonably likely to have a 
material effect on the Company's liquidity, capital resources or operations.

Dividend Policy

    The Company's long-term dividend policy is to pay between 35% and 40% of 
earnings in cash dividends to its stockholders while maintaining adequate 
capital to support growth.  The dividend payout ratios for the past three 
years were 37.20% in 1997, 33.59% in 1996, and 34.29% in 1995.  In October 
1997, the Company increased its dividend rate for the eleventh consecutive 
year, bringing the annual dividend rate to $1.12 per share.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 
1995 ("PSLRA")

    Certain forward-looking information contained in this report is being 
provided in reliance upon the "safe harbor" provisions of the PSLRA as set 
forth in Section 27A of the Securities Act of 1933, as amended, and Section 
21E of the Securities Exchange Act of 1934, as amended.  Such information 
includes, without limitation, discussions as to estimates, expectations, 
beliefs, plans, strategies and objectives concerning the Company's future 
financial and operating performance.  Such forward-looking information is 
subject to assumptions and beliefs based on current information known to the 
Company and factors that could yield actual results differing materially from 
those anticipated.  Such factors include, without limitation, changes in 
general economic conditions, capital deployment opportunities, ability to 
control non-interest expense, and availability of liquidity sources to support 
asset growth.











<PAGE> 20

Item 3. Quantitative and Qualitative Disclosures about Market Risk
        ----------------------------------------------------------

    The information required by this Item is contained in this Form 10-Q in 
the "Interest Rate Sensitivity" table, and is incorporated herein by 
reference.


                           PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
         -----------------

    Discussions of legal proceedings is included in this Form 10-Q in Note 4 
to unaudited consolidated financial statements, and is incorporated herein by 
reference.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

    (a) Exhibits

        27   Financial Data Schedule.

    (b) Reports on Form 8-K

        On February 13, 1998, the Company filed a report on Form 8-K relating
        to the proposed merger of Regions Financial Corporation and the 
        Company.






























<PAGE> 21

    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                       FIRST COMMERCIAL CORPORATION


                                        /s/ J. Lynn Wright
                                   By: -------------------------------
                                        J. Lynn Wright
                                        Chief Financial Officer
Date:  May 14, 1998














































<PAGE> 22
                               Index to Exhibits


                                                                            
     Exhibit Number                       Exhibit                           
    ----------------     --------------------------------------------

           27            Financial Data Schedule