<PAGE>
                                   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 September 30, 1996


[ ]  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 Sept. 30, 1996
   ---------------------------------------     -----------------------------
   Common Stock, $3.00 par value per share               28,546,948


<PAGE>
                                  TABLE OF CONTENTS

  Item                                                                   Page
  ----                                                                   ----

                           PART I - FINANCIAL INFORMATION

   1.      Financial Statements (Unaudited).............................   3

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

                            PART II - OTHER INFORMATION

   6.      Exhibits and Reports on Form 8-K.............................  21

 Signatures.............................................................  22









































                                        2
<PAGE>
                           PART I - FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
         --------------------
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                                            Unaudited
CONSOLIDATED BALANCE SHEETS                                                  September 30,      December 31,
(Dollars in thousands, except par value)                                    --------------     --------------
                                                                                 1996               1995     
                                                                            --------------     --------------
<S>                                                                         <C>                <C>
ASSETS
 Cash and due from banks................................................... $      330,079     $      432,117
 Federal funds sold........................................................         85,327            108,181
                                                                            --------------     --------------
  Total cash and cash equivalents..........................................        415,406            540,298
 Investment securities held-to-maturity, estimated market
  value $333,118 ($352,492 in 1995)........................................        334,790            351,415
 Investment securities available-for-sale..................................      1,006,278            973,129
 Trading account securities................................................            307                449
 Loans and leases, net of unearned income..................................      3,263,267          3,215,562
 Allowance for possible loan and lease losses..............................        (52,144)           (51,341)
                                                                            --------------     --------------
  Net loans and leases.....................................................      3,211,123          3,164,221
 Bank premises and equipment, net..........................................        103,259            106,665
 Other real estate owned, net of allow for poss losses of $77 ($50 in 1995)          2,100              2,266
 Other assets..............................................................        231,291            222,497
                                                                            --------------     --------------
    Total assets........................................................... $    5,304,554     $    5,360,940
                                                                            ==============     ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
 Non-interest bearing transaction accounts................................. $      926,978     $    1,018,181
 Interest bearing transaction and savings accounts.........................      1,591,333          1,612,294
 Certificates of deposit $100,000 and over.................................        524,039            505,303
 Other time deposits.......................................................      1,550,775          1,494,763
                                                                            --------------     --------------
  Total deposits...........................................................      4,593,125          4,630,541
 Short-term borrowings.....................................................        185,558            235,378
 Other liabilities and deferred income taxes...............................         63,029             55,592
 Long-term debt............................................................          6,097              7,170
                                                                            --------------     --------------
  Total liabilities........................................................      4,847,809          4,928,681
 Stockholders' equity
  Preferred stock, $1 par value, 400,000 shares authorized, none issued....             --                 --
  Common stock, $3 par value, 50,000,000 shares authorized,
   28,757,479 and 28,709,207 shares issued, respectively...................         82,168             82,030
  Capital surplus..........................................................        195,337            195,019
  Retained earnings........................................................        186,941            154,356
  Unrealized net gains (losses) on available-for-sale securities,
   net of income tax.......................................................         (1,582)               854
  Less treasury stock at cost, 210,531 and 0 shares, respectively .........         (6,119)                --
                                                                            --------------     --------------
   Total stockholders' equity..............................................        456,745            432,259
                                                                            --------------     --------------
    Total liabilities and stockholders' equity............................. $    5,304,554     $    5,360,940
                                                                            ==============     ==============
 See accompanying notes.
</TABLE>
                                        3
<PAGE>
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                          Unaudited              Unaudited      
CONSOLIDATED INCOME STATEMENTS                                   Three Months Ended     Nine Months Ended   
(Dollars in thousands, except per share data)                       September 30,          September 30,    
                                                               ---------------------- ----------------------
                                                                  1996        1995       1996        1995   
                                                               ----------  ---------- ----------  ----------
<S>                                                            <C>         <C>        <C>         <C>
Interest income
   Loans and leases, including fees........................... $   72,770  $   63,476 $  215,587  $  178,139
   Short-term investments.....................................      1,763         995      4,788       3,177
   Investment securities-taxable..............................     17,228      15,541     51,576      47,115
                        -nontaxable...........................      2,114       1,827      6,150       5,588
   Trading account securities.................................         10           5         11           5
                                                               ----------  ---------- ----------  ----------
     Total interest income....................................     93,885      81,844    278,112     234,024
Interest expense
   Interest on deposits.......................................     37,129      32,320    110,996      91,492
   Short-term borrowings......................................      2,041       2,579      6,463       7,750
   Long-term debt.............................................         96         210        316         624
                                                               ----------  ---------- ----------  ----------
     Total interest expense...................................     39,266      35,109    117,775      99,866
Net interest income...........................................     54,619      46,735    160,337     134,158
Provision for possible loan and lease losses..................      1,746         481      4,871       1,740
                                                               ----------  ---------- ----------  ----------
     Net int inc after prov for possible loan and lease losses     52,873      46,254    155,466     132,418
Other income
   Trust department income....................................      2,887       2,739      8,929       8,172
   Mortgage servicing fee income..............................      9,827       5,092     31,627      12,590
   Broker-dealer operations income............................      1,029         825      2,913       2,204
   Service charges on deposit accounts........................      6,526       5,499     18,695      16,289
   Other service charges and fees.............................      3,158       2,459      9,225       6,488
   Investment securities gains (losses), net..................        (72)        (42)        18         (47)
   Other real estate gains (losses), net......................       (173)        (59)      (490)       (164)
   Other......................................................      2,052       1,407      5,735       3,857
                                                               ----------  ---------- ----------  ----------
     Total other income.......................................     25,234      17,920     76,652      49,389
Other expenses
   Salaries, wages and employee benefits......................     23,591      19,821     71,224      59,114
   Net occupancy..............................................      3,259       2,900      9,377       8,321
   Equipment..................................................      3,331       2,703      9,581       7,866
   FDIC insurance.............................................        610       2,189      1,145       6,702
   Amortization of mortgage servicing rights..................      4,958       1,037     15,122       3,111
   Other......................................................     15,816      12,936     48,877      34,488
                                                               ----------  ---------- ----------  ----------
     Total other expenses.....................................     51,565      41,586    155,326     119,602
   Income before income taxes.................................     26,542      22,588     76,792      62,205
   Income tax provision.......................................      9,330       7,761     26,997      20,961

                                                               ----------  ---------- ----------  ----------
     Net income............................................... $   17,212  $   14,827 $   49,795  $   41,244
                                                               ==========  ========== ==========  ==========
Weighted average number of common shares outstanding
 during the period............................................ 28,579,673  27,389,082 28,665,740  27,427,715
Earnings per common share..................................... $     0.60  $     0.54 $     1.74  $     1.51

  See accompanying notes.
</TABLE>
                                        4
<PAGE>
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share data)
                                                                               Unrealized
                                        Preferred  Common             Retained  Gains and Treasury
                                          Stock     Stock    Surplus  Earnings  (Losses)    Stock     Total
                                        --------- --------- --------- --------- --------- --------- ---------
<S>                                     <C>       <C>       <C>       <C>       <C>       <C>       <C>
Balance - January 1, 1995.............. $      -- $  71,325 $ 109,167 $ 170,132 $  (7,433)$      -- $ 343,191
 Change in unrealized gains (losses),
  net of income taxes of $4,084........                                             7,603               7,603
 Net income............................                                  41,244                        41,244
 Cash dividends - $.53 per common share                                 (14,609)                      (14,609)
 Stock options exercised...............                 125       272                                     397
 Common stock issued, 2,873 shares.....                   8        54                                      62
 Purchase of treasury stock,
  88,757 shares........................                                                      (2,015)   (2,015)
 Acquisition of equity interest of
  West-Ark Bancshares, Inc.,
  723,561 shares.......................               1,932       380     5,421      (260)              7,473
                                        --------- --------- --------- --------- --------- --------- ---------
Balance - September 30, 1995........... $      -- $  73,390 $ 109,873 $ 202,188 $     (90)$  (2,015)$ 383,346
                                        ========= ========= ========= ========= ========= ========= =========


Balance - January 1, 1996.............. $      -- $  82,030 $ 195,019 $ 154,356 $     854 $      -- $ 432,259
 Change in unrealized gains (losses),
  net of income taxes of $1,391........                                            (2,436)             (2,436)
 Net income............................                                  49,795                        49,795
 Cash dividends - $.60 per common share                                 (17,210)                      (17,210)
 Stock options exercised...............                 138       305                             6       449
 Purchase of treasury stock,
  210,531 shares.......................                                                      (6,369)   (6,369)
 Sale of treasury stock,
  7,350 shares.  ......................                                                         214       214
 Purchase of minority shares of
  Springhill Bank & Trust Company,
  1,422 shares.........................                            13                            30        43
                                        --------- --------- --------- --------- --------- --------- ---------
Balance - September 30, 1996........... $      -- $  82,168 $ 195,337 $ 186,941 $  (1,582)$  (6,119)$ 456,745
                                        ========= ========= ========= ========= ========= ========= =========
 See accompanying notes.
</TABLE>















                                        5
<PAGE>
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                                                Unaudited       
CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   Nine Months Ended   
(Dollars in thousands)                                                                    September 30,     
                                                                                     -----------------------
                                                                                        1996         1995   
                                                                                     ----------   ----------
<S>                                                                                  <C>          <C>
OPERATING ACTIVITIES

 Net income......................................................................... $   49,795   $   41,244
 Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization.....................................................     25,709       11,143
  Provision for possible loan and lease losses......................................      4,871        1,740
  Loss (gain) on investment securities available-for-sale...........................        (18)          47
  Gain on sale of equipment.........................................................        (20)         (61)
  Gain on sale of other real estate.................................................       (321)        (857)
  Write downs of other real estate..................................................         85           44
  Equity in undistributed earnings of unconsolidated subsidiary.....................     (1,092)      (1,336)
  Decrease (increase) in trading securities.........................................        142         (305)
  Net unrealized gain on trading securities.........................................          -           (2)
  Decrease (increase) in mortgage loans held for resale.............................     93,161      (46,743)
  Increase (decrease) in income taxes payable.......................................     (8,042)       2,420
  Decrease (increase) in interest and other receivables.............................         11       (3,803)
  Increase (decrease) in interest payable...........................................       (514)       2,718
  Increase in accrued expenses......................................................     14,231        7,266
  Increase in prepaid expenses......................................................     (1,903)      (1,785)
                                                                                     ----------   ----------
   Net cash provided by operating activities........................................    176,095       11,730

INVESTING ACTIVITIES

 Proceeds from sales of investment securities available-for-sale....................     44,971       13,069
 Proceeds from maturing investment securities available-for-sale....................    691,005      122,355
 Proceeds from maturing investment securities held-to-maturity......................    308,818      500,325
 Purchases of investment securities available-for-sale..............................   (741,312)     (70,540)
 Purchases of investment securities held-to-maturity................................   (323,815)    (414,014)
 Purchase of institution, net of funds acquired.....................................         43        5,276
 Net increase in loans and leases...................................................   (146,635)    (230,893)
 Capital expenditures...............................................................     (8,130)     (11,425)
 Proceeds from sale of bank premises and equipment..................................      3,694        1,896
 Additions to purchased mortgage servicing rights and other assets..................    (20,504)     (55,856)
 Proceeds from sales of other real estate...........................................      2,103        2,976
                                                                                     ----------   ----------
  Net cash used in investing activities.............................................   (189,762)    (136,831)

                                         (Continued on next page)
</TABLE>









                                        6
<PAGE>
<TABLE>
<CAPTION>
FIRST COMMERCIAL CORPORATION                                                                Unaudited       
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)                                       Nine Months Ended   
(Dollars in thousands)                                                                    September 30,     
                                                                                     -----------------------
                                                                                        1996         1995   
                                                                                     ----------   ----------
<S>                                                                                  <C>          <C>       
FINANCING ACTIVITIES

 Net decrease in demand deposits, NOW accounts, and savings accounts................   (112,164)     (87,630)
 Net increase in time deposits......................................................     74,748      158,419
 Net increase (decrease) in short-term borrowings...................................    (49,820)      92,046
 Repayment of long-term debt........................................................     (1,073)      (1,072)
 Proceeds from issuance of common stock.............................................         --           62
 Purchase of treasury stock.........................................................     (6,369)      (2,015)
 Sale of treasury stock.............................................................        214            -
 Stock options exercised............................................................        449          397
 Cash dividends paid on common stock................................................    (17,210)     (14,609)
                                                                                     ----------   ----------
  Net cash provided by (used in) financing activities...............................   (111,225)     145,598

 Net increase (decrease) in cash and cash equivalents...............................   (124,892)      20,497
 Cash and cash equivalents at the beginning of year.................................    540,298      359,355
                                                                                     ----------   ----------
  Cash and cash equivalents at end of period........................................ $  415,406   $  379,852
                                                                                     ==========   ==========

 See accompanying notes.
</TABLE>



























                                        7
<PAGE>
                          FIRST COMMERCIAL CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996

1. There have been no significant changes in the accounting policies of the
   Company since December 31, 1995, the date of the most recent annual report
   to shareholders, 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 September 30, 1996, and the results of operations
   and changes in cash flows for the nine months then ended.  Any adjustments
   consist only of normal recurring accruals.

3. Cash payments for interest were approximately $118.3 million and $97.1
   million for the first nine months of 1996 and 1995, respectively.  Cash
   payments for income taxes during the first nine months of 1996 and 1995 were
   approximately $32.4 million and $16.8 million, respectively.

4. Aearth Development, Inc. v. First Commercial Bank, N.A.
   -------------------------------------------------------
   First Commercial Bank, N.A., a wholly owned subsidiary of the Company, is
   the defendant in litigation initiated in 1989 seeking approximately
   $200,000,000 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 treble 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.  On April 30, 1996, the trial court in the
   case approved a $7.3 million set off to the March 13, 1996, $22.5 million
   jury verdict.  The set off pertains to monies owed by Aearth Development,
   Inc., and related interests, to First Commercial Bank, N.A.  On June 21,
   1996, the trial court reduced punitive damages by $7 million.  The net jury
   verdict has thus been reduced to $8.2 million.  First Commercial Bank, N.A.,
   has filed an appeal of the final judgment seeking to further reduce or
   reverse the judgment.  The ultimate legal and financial liability of the
   Company in connection with this matter cannot be estimated with certainty,
   but management, based on the advice of legal counsel that the judgment
   will be reversed and dismissed in whole or in part or a new trial ordered in
   whole or in part, believes that 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 or year in which it were to be incurred, but the Company cannot
   estimate the range of any reasonably possible loss.

                                      8
<PAGE>
                          FIRST COMMERCIAL CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996

5. In 1995, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 121 ("Statement 121"), "Accounting for
   the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
   Of," which addresses the accounting for the impairment of long-lived assets,
   such as bank premises and equipment, identifiable intangibles and goodwill
   related to those assets.  As required under Statement 121, the Company has
   adopted the provisions of the new standard as of January 1, 1996, and in
   accordance with Statement 121, prior period financial statements have not
   been restated to reflect the change in accounting principle.  The effect of
   adopting this new standard was not material to the Company's financial
   position or results of operations.

6. In 1995, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 122 ("Statement 122"), "Accounting for
   Mortgage Servicing Rights - an Amendment to FAS 65," to eliminate the
   accounting inconsistencies that have existed between mortgage servicing
   rights that are acquired through loan origination activities and those
   acquired through purchase transactions. As required under Statement 122, the
   Company has adopted the provisions of the new standard as of January 1,
   1996, and in accordance with Statement 122, prior period financial
   statements have not been restated to reflect the change in accounting
   principle.  The adoption increased the first nine months of 1996's results
   of operations $1.6 million.































                                        9
<PAGE>
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 fifteen 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 an institution 
in Norman, Oklahoma.  The Company's consolidated assets at September 30, 1996, 
totaled approximately $5.3 billion.

    On January 9, 1996, a subsidiary of the Company, First Commercial Mortgage 
Company, completed the purchase of servicing rights and other assets from the 
former Bailey Mortgage Company (BMC) located in Jackson, Mississippi.  The sale 
of servicing rights and other assets of BMC was conducted by the Resolution 
Trust Corporation (RTC), which had assumed ownership of BMC three years ago.  
Under terms of the agreement, First Commercial Mortgage Company acquired 
approximately $850 million in loan servicing rights and certain other assets 
from the RTC, represented by over 30,000 mortgages held on properties 
throughout the United States.  Following the closure of the sale, the Jackson, 
Mississippi, production facility reopened under the name First Commercial 
Mortgage Company.  The transaction brought First Commercial Mortgage Company's 
total servicing portfolio to over $8 billion and 160,000 loans.

    On May 9, 1996, the Company entered into a definitive agreement for the 
purchase of City National Bank.  City National Bank is located in Whitehouse, 
Texas, and serves the Tyler and Whitehouse markets of East Texas through five 
locations.  City National Bank has assets of $40 million, loans of $30 million 
and deposits of $37 million.  The Company will issue approximately 183,217 
shares of the Company's common stock for all the outstanding shares of City 
National Bank.  The Company anticipates completion of this acquisition in the 
first quarter of 1997, at which time City National Bank will be merged with 
Tyler Bank and Trust Company, N.A., Tyler, Texas, a subsidiary of the Company.

    On June 28, 1996, the Company entered into a definitive agreement for the 
purchase of Security National Bank.  Security National Bank is located in 
Nacogdoches, Texas, and serves the Nacogdoches market of East Texas.  Security 
National Bank has assets of $39 million, loans of $17 million and deposits of 
$35 million.  The Company will issue 253,230 shares of the Company's common 
stock for all the outstanding shares of Security National Bank.  The Company 
anticipates completion of this acquisition in the fourth quarter of 1996, at 
which time Security National Bank will be merged with Stone Fort National Bank, 
Nacogdoches, Texas, a subsidiary of the Company.

    On July 26, 1996, First Commercial Investments, Inc., a second-tier 
subsidiary of the Company, completed a merger with Ahart & Bryan, Inc., an 
institutional broker-dealer based in North Little Rock, Arkansas.  The 
transaction should add approximately $1 million annually to the Company's 
revenue from this line of business.  The transaction is not expected to have a 
material impact on the Company's earnings per share.





                                      10
<PAGE>
    On October 3, 1996, the Company entered into a definitive agreement for the 
purchase of W.B.T. Holding Company and its wholly owned subsidiary, United 
American Bank.  United American Bank serves the Memphis, Tennessee, market 
through six branch and six ATM locations.  United American Bank has assets of 
$267 million, loans of $177 million and deposits of $244 million.  The Company 
will issue approximately 1.3 million shares of the Company's common stock, 
subject to adjustment for non-bank assets and liabilities of the holding 
company, for all the outstanding shares of W.B.T. Holding Company.  The Company 
anticipates completion of this acquisition in the first quarter of 1997, at 
which time United American Bank will be merged with First Commercial Bank of 
Memphis, N.A., Memphis, Tennessee, a subsidiary of the Company.

    On October 15, 1996, the Company declared a 5% stock dividend, which will 
be payable on November 15, 1996, to shareholders of record as of October 31, 
1996.  All share and per share data in this report have been retroactively 
adjusted for this stock dividend.  The Company also announced an increase in 
the Company's annual cash dividend from 84 cents per share to 96 cents per 
share.


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

    Earnings of $0.60 per share in 1996's third quarter represented an increase 
of 11% from $0.54 per share during the same period in 1995.  Net income for the 
three months ended September 30, 1996, was $17.2 million, up 16% from $14.8 
million in 1995.  Earnings of $1.74 per share in 1996's first nine months 
represented an increase of 15% from $1.51 per share during the same period in 
1995.  Net income for the nine months ended September 30, 1996, was $50.0 
million, up 21% from $41.2 million in 1995.  The increase in net income was 
primarily due to higher net interest margins, which was caused by loan growth 
and repricing.  The Company also experienced a substantial increase in mortgage 
servicing income from acquisitions during 1995 and early 1996.  During the 
third quarter of 1996, the Company recorded data processing conversion expenses 
of $675 thousand, or $0.01 per share after-tax.  A detailed explanation of 
these increases is included in the Net Interest Income, Non-Interest Income and 
Non-Interest Expense sections of the Financial Review.

    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 nine months of 1996 and 1995 were 1.28% and 
1.22%, respectively.  Excluding non-recurring expenses related to litigation 
and data processing conversions, return on average assets for the first nine 
months of 1996 was 1.33%.


                                     11
<PAGE>
    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 nine months of 1996, 
the Company earned 14.82% on average common stockholders' equity compared with 
14.83% for the first nine months of 1995.  Excluding non-recurring expenses 
related to litigation and data processing conversions, return on average common 
stockholders' equity for the first nine months of 1996 was 15.46%.  Returns on 
average common stockholders' equity for the years 1995, 1994 and 1993 were 
15.02%, 14.87% and 14.43%, respectively.  The originally reported ratio in 
1993, before restatements for pooling acquisitions, was above 15%.  The ratio 
fell due to the high capital level of State First Financial Corporation, a 
pooling-of-interests acquisition that was consummated in March 1994.  The 
improvement seen in the return on average common stockholders' equity ratio is 
indicative of the Company's successful deployment of this capital, combined 
with strong earnings growth.  Management will continue to work to profitably 
deploy excess capital thereby improving return on average common stockholders' 
equity.


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 $163.0 
million in the first nine months of 1996 compared to $136.7 million in the 
first nine months of 1995.  Net interest margin is the ratio of net interest 
income 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 4.66% for the first nine months of 1996, compared to 4.47% for the same 
period in 1995.  The increase in net interest income and net interest margin 
resulted from a general repricing of the loan portfolio combined with a 17% 
growth in average loans and leases between 1995 and 1996.  The loan growth was 
due to internal growth (10%), the acquisition of FDH Bancshares, Inc., in the 
fourth quarter of 1995, which was accounted for as a purchase transaction (5%), 
and the increase in mortgage production volume experienced by the Company's 
mortgage subsidiary (2%).

    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 three months and nine 
months ended September 30, 1996 and 1995.










                                      12
<PAGE>
<TABLE>
<CAPTION>
                        Analysis of Net Interest Income (FTE = Fully Tax-Equivalent)                         

                                                           For the Three Months         For the Nine Months
                                                            Ended September 30,         Ended September 30, 
(Dollars in thousands)                                    -----------------------     -----------------------
                                                             1996         1995           1996         1995
                                                          ----------   ----------     ----------   ----------
<S>                                                       <C>          <C>            <C>          <C>
Interest income.......................................... $   93,885   $   81,844     $  278,112   $  234,024
Fully tax-equivalent adjustment..........................        916          838          2,644        2,551
                                                          ----------   ----------     ----------   ----------
Interest income - FTE....................................     94,801       82,682        280,756      236,575
Interest expense.........................................     39,266       35,109        117,775       99,866
                                                          ----------   ----------     ----------   ----------
Net interest income - FTE                                 $   55,535   $   47,573     $  162,981   $  136,709
                                                          ==========   ==========     ==========   ==========
Yield on earning assets - FTE............................       8.00%        7.94%          8.03%        7.74%
Cost of interest bearing liabilities  ...................       4.07%        4.15%          4.13%        4.01%
Net interest spread - FTE................................       3.93%        3.79%          3.90%        3.73%
Net interest margin - FTE................................       4.69%        4.57%          4.66%        4.47%
</TABLE>

    The following schedule details rate sensitive assets and liabilities at 
September 30, 1996.  The repricing schedule, as depicted, represents the first 
opportunity to reprice earning assets or interest bearing liabilities.  The 
interest rate sensitivity data is based on repricing terms, rather than actual 
contractual maturities.





























                                      13
<PAGE>
<TABLE>
<CAPTION>
                                                       Interest Rate Sensitivity Period                      
(Dollars in thousands)           ----------------------------------------------------------------------------
                                   0 - 30    31 - 90    91 - 180  181 - 365    1 to 5     Over 5
                                    Days       Days       Days       Days      Years      Years      Total   
                                 ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>                              <C>        <C>        <C>        <C>        <C>        <C>        <C>       
Earning assets:
 Short-term investments..........$   85,327 $       -- $       -- $       -- $       -- $       -- $   85,327
 Trading account securities......       307         --         --         --         --         --        307
 Taxable investment securities...   162,095    120,257    174,819    172,388    517,326     29,159  1,176,044
 Tax-exempt investment securities     1,813      4,782     11,164      9,306     88,704     49,255    165,024
 Loans and leases................   750,529    260,108    312,926    556,454  1,105,490    277,760  3,263,267
                                 ---------- ---------- ---------- ---------- ---------- ---------- ----------
 Total earning assets............ 1,000,071    385,147    498,909    738,148  1,711,520    356,174  4,689,969

Interest bearing liabilities:
 Savings and NOW accounts........   996,433         --         --         --         --         --    996,433
 Money market accounts...........   594,900         --         --         --         --         --    594,900
 Other time deposits.............   259,228    399,882    552,601    469,863    378,447     14,793  2,074,814
 Short-term borrowings...........   185,558         --         --         --         --         --    185,558
 Long-term debt..................        --         --         --      1,074          6      5,017      6,097
                                 ---------- ---------- ---------- ---------- ---------- ---------- ----------
 Total interest bearing
  liabilities.................... 2,036,119    399,882    552,601    470,937    378,453     19,810  3,857,802

 Interest rate
  sensitivity gap................(1,036,048)   (14,735)   (53,692)   267,211  1,333,067    336,364

 Cumulative interest rate
  sensitivity gap................(1,036,048)(1,050,783)(1,104,475)  (837,264)   495,803    832,167

 Cumulative rate sensitive assets
  to rate sensitive liabilities..     49.1%      56.9%      63.0%      75.8%     112.9%     121.6%

 Cumulative gap as a percentage
  of earning assets..............    (22.1%)    (22.4%)    (23.5%)    (17.9%)     10.6%      17.7%
</TABLE>

    The Company is currently in a negative static gap situation.  However, 
management recognizes the limitations of a static gap analysis.  While a 
comparison of rate sensitive assets and rate sensitive liabilities (static gap 
analysis) does provide a general indication of how net interest income will be 
affected by changes in interest rates, an important limitation is that static 
gap analysis considers only the dollar volume of assets and liabilities to be 
repriced.  Changes in net interest income are determined not only by the 
volumes being repriced, but also by the rates at which the assets and 
liabilities are repriced, and the relationship between the rates earned on 
assets and rates paid on liabilities are not necessarily constant over time.  
Therefore, management uses a beta adjusted gap along with a net interest 
revenue simulation model to actively manage the gap position. Management 
believes that the dynamic gap position is in a near balanced situation, so that 
the impact of changes in the general level of interest rates on net interest 
margin is likely to be minimal.  Management will continue to closely monitor 
all aspects of the Company's gap position to maximize profitability as interest 
rates fluctuate.

                                      14
<PAGE>
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 trust services, service charges on deposit accounts, 
mortgage services and broker-dealer operations. For the first nine months of 
1996, non-interest income totaled $76.7 million compared to $49.4 million for 
the first nine months of 1995.  Excluding the other real estate and investment 
securities gains and losses during the first nine months of 1996 and 1995, non-
interest income increased $27.5 million or 55%.  The primary contributor to 
this increase was $19.0 million in increased mortgage servicing income due to 
mortgage servicing acquisitions in 1995 and early 1996.  The Company also 
experienced increased fee income from the 1995 purchase of consumer credit card 
loan participations from its 50% owned affiliate bank in Norman, Oklahoma.  
Increased activity in the Company's trust and broker-dealer operations further 
contributed to the increase in non-interest income.  The following table 
summarizes non-interest income for the three months and nine months ended 
September 30, 1996 and 1995.

<TABLE>
<CAPTION>
                                          For the Three Months                   For the Nine Months       
                                           Ended September 30,                    Ended September 30,        
(Dollars in thousands)            ------------------------------------   ------------------------------------
                                     1996        1995       % Change        1996        1995       % Change
                                  ----------  ----------   -----------   ----------  ----------   -----------
<S>                               <C>         <C>          <C>           <C>         <C>          <C>
Trust department income.......... $    2,887  $    2,739        5.40%    $    8,929  $    8,172        9.26%
Mortgage servicing fee income....      9,827       5,092       92.99         31,627      12,590      151.21 
Broker-dealer operations income..      1,029         825       24.73          2,913       2,204       32.17 
Service charges on deposits......      6,526       5,499       18.68         18,695      16,289       14.77 
Other service charges and fees...      3,158       2,459       28.43          9,225       6,488       42.19 
Investment securities gains
  (losses), net..................        (72)        (42)     (71.43)            18         (47)     138.30 
Other real estate gains
  (losses), net..................       (173)        (59)    (193.22)          (490)       (164)    (198.78)
Other income.....................      2,052       1,407       45.84          5,735       3,857       48.69 
                                  ----------  ----------                 ----------  ----------
Total non-interest income........     25,234      17,920       40.81%    $   76,652  $   49,389       55.20%
                                  ==========  ==========                 ==========  ==========
</TABLE>


Non-Interest Expense

    Non-interest expenses consist of salaries and benefits, occupancy, 
equipment and other expenses such as legal, postage, etc., 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. It is expected that these efforts 
will further improve the Company's efficiency ratio during the remainder of 
1996 and future years.






                                      15
<PAGE>
    Non-interest expenses were $155.3 million for the first nine months of 1996 
compared to $119.6 million for the first nine months of 1995.  In the first 
nine months of 1996, the Company recorded $3.6 million in non-recurring 
expenses relating to litigation and data processing conversions.  Of the 
remaining $32.1 million increase, amortization of mortgage servicing rights 
contributed $12.0 million.  This increase was due to mortgage servicing 
acquisitions in 1995 and early 1996, mentioned previously.  Non-interest 
expense of $6.4 million was attributed to FDH Bancshares, Inc., which was 
acquired in the fourth quarter of 1995. The Company also experienced increased 
expenses from the 1995 purchase of consumer credit card loan participations 
mentioned previously.  Excluding the effect of the 1995 bank and mortgage 
servicing acquisitions and the non-recurring expense accruals, non-interest 
expense increased $4.5 million, which represents an increase from 1995's first 
nine months of 4%.  The following table summarizes non-interest expenses for 
the three months and nine months ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>
                                          For the Three Months                   For the Nine Months       
                                           Ended September 30,                    Ended September 30,        
(Dollars in thousands)            ------------------------------------   ------------------------------------
                                     1996        1995       % Change        1996        1995       % Change
                                  ----------  ----------   -----------   ----------  ----------   -----------
<S>                               <C>         <C>          <C>           <C>         <C>          <C>
Salaries, wages and 
  employee benefits.............. $   23,591  $   19,821       19.02%    $   71,224  $   59,114       20.49%
Net occupancy....................      3,259       2,900       12.38          9,377       8,321       12.69 
Equipment........................      3,331       2,703       23.23          9,581       7,866       21.80 
FDIC Insurance...................        610       2,189      (72.13)         1,145       6,702      (82.92)
Amortization of mortgage servicing
  rights.........................      4,958       1,037      378.11         15,122       3,111      386.08 
Other expenses...................     15,816      12,936       22.26         48,877      34,488       41.72 
                                  ----------  ----------                 ----------  ----------
Total non-interest expenses...... $   51,565  $   41,586       24.00     $  155,326   $ 119,602       29.87%
                                  ==========  ==========                 ==========  ==========
</TABLE>
    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 margin on a tax-equivalent basis 
and non-interest income, excluding securities gains and losses.  The Company's 
ratio decreased from 61.29% for the first nine months of 1995 to 55.86% in the 
first nine months of 1996.  The Company, in calculating its efficiency ratio 
has excluded the effect of the non-recurring expenses, mentioned previously, 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.  The 1996 efficiency ratio reached the Company's long-term 
goal of 57%.  Management has reviewed trends in the financial services industry 
and set a new efficiency ratio goal of 54%.


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 35.2% for the first nine months of 1996 and 33.7% for 
the first nine months of 1995.  The increase in the effective income tax rate 
for 1996 was due to a decrease in income on tax-exempt investments as a 
percentage of total income before income taxes.

                                      16
<PAGE>
Loan and Lease Portfolio

    At September 30, 1996, the Company's loan and lease portfolio, net of 
unearned income, totaled $3.3 billion, as compared to a $3.2 billion loan 
portfolio at December 31, 1995.  Excluding the Company's mortgage loans held 
for resale, which decreased $92.3 million, the Company's loan and lease 
portfolio experienced an increase of $140.1 million, or 5%, during the first 
nine months of 1996.  Although the growth in loans was spread through all 
categories, the strongest growth occurred in the commercial, consumer, and real 
estate portfolios.

    The Company has continued its policy of conservative lending thereby 
avoiding significant risk areas, such as out of territory lending and highly 
leveraged transactions ("leveraged buy-outs").  This has been and will remain 
the philosophy of Company management.  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 for 
possible loan and lease losses, increased by loan recoveries and decreased by 
loan losses.  As of September 30, 1996, the allowance for possible loan and 
lease losses equaled $52.1 million or 1.60% of total loans and leases.  
Comparatively, the allowance possible for loan and lease losses amounted to 
$51.3 million or 1.60% of total loans and leases at December 31, 1995.  The 
provision for possible loan and lease losses amounted to $4.9 million in the 
first nine months of 1996 as compared to $1.7 million in the first nine months 
of 1995.

    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 six years.  At September 
30, 1996, the Company's ratio was 232.25%.  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), $2.32 has been set aside in the 
Company's reserves to cover possible losses.  The ratio at December 31, 1995, 
was 294.42%.  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 275.62% at 
September 30, 1996, compared to 376.30% at December 31, 1995.  Although non-
performing loans and assets have increased from the unsustainably low levels 
reported in 1995, the Company's asset quality remains strong.  Presented in the 
following table is a comparison of net loan and lease losses sustained to 
average loans and leases, allowance for possible loan and lease losses to total 
loans and leases, and non-performing loans to total loans and leases.




                                      17
<PAGE>
<TABLE>
<CAPTION>
                                     Annualized Nine Months
                                       Ended September 30,            For the Years Ended December 31,      
                                     -----------------------    --------------------------------------------
                                              1996                1995     1994     1993     1992     1991  
                                     -----------------------    -------- -------- -------- -------- --------
<S>                                  <C>                        <C>      <C>      <C>      <C>      <C>     
Net loan and lease losses sustained
 to average loans and leases                  0.17%               0.08%    0.04%    0.16%    0.52%    0.42% 

Allowance for possible loan and lease
 losses to total loans and leases             1.60%               1.60%    1.79%    2.19%    2.15%    2.25%

Non-performing loans to total
 loans and leases                             0.69%               0.54%    0.52%    0.72%    0.86%    1.61%
</TABLE>

    Although asset quality has improved during the periods reflected in the 
preceding table, the principal area of risk for the Company will continue to be 
in the real estate loan portion of the portfolio, and accordingly, this area 
has the largest allocation of the reserve for loan and lease losses.  
Management attempts to control the loan loss risks by maintaining a diverse 
portfolio with no significant concentrations in any industry or category of 
borrowers and through a very aggressive real estate write down policy.  Also, 
the Company maintains a corporate "in-house-lending limit" that represents only 
26% of the Company's combined legal lending limit.  Any exception to this limit 
must be approved by a corporate credit group prior to commitment or funding.  
The Company currently has only 32 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.  Average total core deposits, excluding the 
FDH Bancshares, Inc., acquisition in November 1995, remained relatively stable 
during the first nine months of 1996.  The capital position of the Company is a 
result of internal generation of capital through earnings retention.  The 
Company manages dividends to retain sufficient capital for long-term liquidity 
and growth.  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 from the accompanying table, the Company's liquidity ratios have 
increased, indicating lower liquidity.  The Company's liquidity has decreased 
because the funding of loans has outpaced the growth in the Company's core 
deposit base.  However, the Company's relatively sound deposit base, along with 
its low debt level and common and preferred stock availability, provide several 
alternatives for future financing and long-term liquidity needs.







                                      18
<PAGE>
<TABLE>
<CAPTION>
                                                   For the Nine Months
                                                    Ended September 30,     For the Years Ended December 31,  
                                                   --------------------   ------------------------------------
                                                           1996              1995         1994         1993   
                                                   --------------------   ----------   ----------   ----------
<S>                                                <C>                    <C>          <C>          <C>       
Average loans and leases to average deposits.......       70.63%             69.29%       61.76%       59.41%

Average loans and leases to average core deposits..       79.39%             76.88%       67.83%       64.20%
</TABLE>

    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 $45.5 million in the first nine months of 1996.  During the 
fourth quarter of 1995 average short-term borrowings exceeded average short-
term investments by $86.1 million.  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

    Capital adequacy continues to hold a position of great importance when 
evaluating financial services providers.  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 and recent acquisitions in pursuit of above 
average return opportunities.  A position of strength is important to the 
Company's customers, investors and regulators.

    At September 30, 1996, the Company's equity to asset ratio was 8.61% 
compared to 8.06% at December 31, 1995.  At September 30, 1996, the Company's 
tier 1 leverage, tier 1 risk-based capital 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.

<TABLE>
<CAPTION>
                                Regulatory   September 30,  June 30,     March 31,  December 31, September 30,
                                  Minimum        1996        1996         1996         1995         1995    
                                -----------  ------------ ------------ ------------ ------------ ------------
<S>                             <C>          <C>          <C>          <C>          <C>          <C>
Tier 1 leverage ratio...........    3.00%        7.96%        7.86%        7.64%        7.96%        7.80%   
Tier 1 risk-based capital ratio.    4.00%       11.53%       11.50%       11.33%       10.55%       11.56%   
Total risk-based capital ratio..    8.00%       12.32%       12.29%       12.13%       11.38%       12.33%   
</TABLE>


                                      19
<PAGE>
    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 has been to pay between 30% and 35% 
of earnings in cash dividends to its stockholders while maintaining adequate 
capital to support growth.  In October 1996, the Company increased its dividend 
rate for the tenth consecutive year, bringing the annual dividend rate to $.96 
per share.  The dividend payout ratio target was also increased to between 35% 
and 40% of earnings, as a result of continued growth in capital ratios and 
strong earnings levels.

    The dividend payout ratios for the past three years were 35.77% in 1995, 
33.97% in 1994, and 29.98% in 1993.  The Company's Board of Directors reviews 
the cash dividend policy and payout levels annually in the fourth quarter.

































                                      20
<PAGE>
                           PART II. OTHER INFORMATION


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

    (a) Exhibits

        27   Financial Data Schedule.

    (b) Reports on Form 8-K

        Registrant did not file any reports on Form 8-K during the third 
        quarter of 1996.












































                                      21
<PAGE>
    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:  November 13, 1996













































                                      22
<PAGE>
                               Index to Exhibits


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

           27            Financial Data Schedule.