<PAGE>
   As filed with the Securities and Exchange Commission on November 15, 2001

                                                           Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

         TENNESSEE                                               62-0803242
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE 38103
                                 (901) 523-4444
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                      FIRST TENNESSEE NATIONAL CORPORATION
           2002 BANK DIRECTOR AND ADVISORY BOARD MEMBER DEFERRAL PLAN
                              (Full title of plan)

                              HARRY A. JOHNSON, III
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                      FIRST TENNESSEE NATIONAL CORPORATION
                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE 38103
                                 (901) 523-5624
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With Copy to:

                             CLYDE A. BILLINGS, JR.
                         SENIOR VICE PRESIDENT & COUNSEL
                      FIRST TENNESSEE NATIONAL CORPORATION
                               165 MADISON AVENUE
                                MEMPHIS, TN 38103
                                 (901) 523-5679

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                          Proposed Maximum     Proposed Maximum     Amount of
Title of Securities to   Amount to        Offering Price       Aggregate Offering   Registration
be Registered            be Registered    per Share(1)         Price(1)             Fee(1)
-------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                  <C>                  <C>
Common Stock and
Associated Rights        200,000             $35.52               $7,104,000          $1,776
=================================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the New York Stock Exchange for Registrant's stock on
November 9, 2001.


<PAGE>

             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by First Tennessee National Corporation
("FTNC" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

         (a)      Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2000 and Amendment No.1 thereto on Form 10-K/A,
                  filed June 28, 2001.

         (b)      Registrant's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 2001, June 30, 2001, and September 30, 2001.

         (c)      The description of Registrant's common stock contained in
                  Registrant's registration statement on Form 8-A, filed July
                  26, 1999, and any amendment or report filed for the purpose of
                  updating such description.

         (d)      The description of Registrant's shareholder protection rights
                  contained in Registrant's registration statement on Form 8-A,
                  filed October 23, 1998, and any amendment or report filed for
                  the purpose of updating such description.

         All documents filed by the registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities

         This item is not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of original issue shares of $0.625 par value common stock
of Registrant to be issued pursuant to the Plan has been passed upon by Clyde A.
Billings, Jr., Senior Vice President and Counsel of FTNC. Mr. Billings
beneficially owns shares of FTNC common stock and holds options to purchase such
shares in an amount deemed substantial by securities regulations. On November 1,
2001, the number of shares, including options, beneficially owned by Mr.
Billings was approximately 54,500 shares.

Item 6.  Indemnification of Directors and Officers

         Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize
a corporation to provide for the indemnification of officers, directors,
employees and agents in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. FTNC has adopted
the provisions of the Tennessee statute pursuant to Article Six of its Bylaws.
Also FTNC has a "Directors' and Officers' Liability Insurance Policy" which
provides coverage sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended.



                                      II-1

<PAGE>
         Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its shareholders for breach of the duty of care. FTNC has adopted the provisions
of the statute as Article 13 of its charter.

         The shareholders of FTNC have approved an amendment to Article Six of
the Bylaws pursuant to which FTNC is required to indemnify each director and any
officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Such indemnity agreements have been
approved for all of the directors and certain officers.

Item 7.  Exemption from Registration Claimed

         This item is not applicable.

Item 8.  Exhibits

<TABLE>
<S>               <C>
         4(a)     Restated Charter of FTNC, as amended, attached as Exhibit 3(i)
                  to FTNC's Annual Report on Form 10-K for the year ended
                  December 31, 1997 and incorporated herein by reference.

         4(b)     Bylaws of FTNC, as amended and restated, attached as Exhibit
                  3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001 and incorporated herein by reference.

         4(c)     Shareholder Protection Rights Agreement, dated as of October
                  20, 1998, between FTNC and First Tennessee Bank National
                  Association as Rights Agent, attached as Exhibit 1 to FTNC's
                  registration statement on Form 8-A, filed October 23, 1998 and
                  incorporated herein by reference.

         5        Opinion of Clyde A. Billings, Jr. as to legality.

         23(a)    Consent of Arthur Andersen LLP.

         23(b)    Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above).

         24       Powers of Attorney.
</TABLE>

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any fact or events
                           arising after the effective date of the registration
                           statement (or the most recent post- effective
                           amendment thereof) which, individually or in the
                           aggregate, represents a fundamental change in the
                           information set forth in the registration statement;
                           Notwithstanding the foregoing,


                                      II-2

<PAGE>
                           any increase or decrease in the volume of securities
                           offered (if the total dollar value of securities
                           offered would not exceed that which was registered)
                           and any deviation from the low or high end of the
                           estimated maximum offering range may be reflected in
                           the form of prospectus filed with the Commission
                           pursuant to Rule 424(b) if, in the aggregate, the
                           changes in volume and price represent no more than a
                           20% change in the maximum aggregate offering price
                           set forth in the "Calculation of Registration Fee"
                           table in the effective registration statement.

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934, (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.



                                      II-3

<PAGE>

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis and State of Tennessee, on November 15, 2001


                                    FIRST TENNESSEE NATIONAL CORPORATION



                                    By: Elbert L. Thomas, Jr.
                                        ----------------------------------------
                                        Elbert L. Thomas, Jr.
                                        Executive Vice President and Chief
                                        Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
Signature                                    Title                        Date
---------                                    -----                        ----

<S>                                 <C>                                   <C>
Ralph Horn*                         Chairman of the Board                 November 15, 2001
------------------------------      and Chief Executive Officer
Ralph Horn                          (principal executive officer)
                                    and a Director

Elbert L. Thomas, Jr.*              Executive Vice President              November 15, 2001
------------------------------      and Chief Financial Officer
Elbert L. Thomas, Jr.               (principal financial officer)

James F. Keen*                      Senior Vice President and             November 15, 2001
------------------------------      Corporate Controller (principal
James F. Keen                       accounting officer)

Robert C. Blattberg*                Director                              November 15, 2001
------------------------------
Robert C. Blattberg

Carlos H. Cantu*                    Director                              November 15, 2001
------------------------------
Carlos H. Cantu

George E. Cates*                    Director                              November 15, 2001
------------------------------
George E. Cates

J. Kenneth Glass*                   Director                              November 15, 2001
------------------------------
J. Kenneth Glass

James A. Haslam, III*               Director                              November 15, 2001
------------------------------
James A. Haslam, III

John C. Kelley, Jr.*                Director                              November 15, 2001
------------------------------
John C. Kelley, Jr.

R. Brad Martin*                     Director                              November 15, 2001
------------------------------
R. Brad Martin
</TABLE>



                                      II-4

<PAGE>

<TABLE>
<S>                                 <C>                                   <C>
Joseph Orgill, III*                 Director                              November 15, 2001
------------------------------
Joseph Orgill, III

Vicki R. Palmer*                    Director                              November 15, 2001
------------------------------
Vicki R. Palmer

Michael D. Rose*                    Director                              November 15, 2001
------------------------------
Michael D. Rose

William B. Sansom*                  Director                              November 15, 2001
------------------------------
William B. Sansom

Luke Yancy, III*                    Director                              November 15, 2001
------------------------------
Luke Yancy, III

By: Clyde A. Billings, Jr.                                                November 15, 2001
    --------------------------
    Clyde A. Billings, Jr.
    *As Attorney-in-Fact
</TABLE>











                                      II-5


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Table No.
-----------------

<S>               <C>
         4(a)     Restated Charter of FTNC, as amended attached as Exhibit 3(i)
                  to FTNC's Annual Report on Form 10-K for the year ended
                  December 31, 1997 and incorporated herein by reference.

         4(b)     Bylaws of FTNC, as amended and restated, attached as Exhibit
                  3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001 and incorporated herein by reference.

         4(c)     Shareholder Protection Rights Agreement, dated as of October
                  20, 1998, between FTNC and First Tennessee Bank National
                  Association as Rights Agent, attached as Exhibit 1 to FTNC's
                  Registration Statement on Form 8-A, filed October 23, 1998 and
                  incorporated herein by reference.

         5        Opinion of Clyde A. Billings, Jr. as to legality.

         23(a)    Consent of Arthur Andersen LLP.

         23(b)    Consent of Clyde A. Billings, Jr. (included in opinion filed
                  as Exhibit 5).

         24       Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g72551s-8.txt", "description": "FIRST TENNESSEE NATIONAL CORPORATION", "secsgml_size_bytes": 20043}]
{"company-data": {"conformed-name": "FIRST TENNESSEE NATIONAL CORP", "cik": "0000036966", "assigned-sic": "6021", "irs-number": "620803242", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73440", "film-number": "1793113"}, "business-address": {"street1": "165 MADISON AVE", "city": "MEMPHIS", "state": "TN", "zip": "38103", "phone": "9015234638"}, "mail-address": {"street1": "165 MADISON AVE", "city": "MEMPHIS", "state": "TN", "zip": "38103"}, "former-company": {"former-conformed-name": "FIRST TENNESSEE BANKS INC", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on November 15, 2001

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

         TENNESSEE                                               62-0803242
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE 38103
                                 (901) 523-4444
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                      FIRST TENNESSEE NATIONAL CORPORATION
           2002 BANK DIRECTOR AND ADVISORY BOARD MEMBER DEFERRAL PLAN
                              (Full title of plan)

                              HARRY A. JOHNSON, III
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                      FIRST TENNESSEE NATIONAL CORPORATION
                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE 38103
                                 (901) 523-5624
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With Copy to:

                             CLYDE A. BILLINGS, JR.
                         SENIOR VICE PRESIDENT & COUNSEL
                      FIRST TENNESSEE NATIONAL CORPORATION
                               165 MADISON AVENUE
                                MEMPHIS, TN 38103
                                 (901) 523-5679

                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                          Proposed Maximum     Proposed Maximum     Amount of
Title of Securities to   Amount to        Offering Price       Aggregate Offering   Registration
be Registered            be Registered    per Share(1)         Price(1)             Fee(1)
-------------------------------------------------------------------------------------------------
Common Stock and
Associated Rights        200,000             $35.52               $7,104,000          $1,776
=================================================================================================
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the New York Stock Exchange for Registrant's stock on
November 9, 2001.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by First Tennessee National Corporation
("FTNC" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

         (a)      Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2000 and Amendment No.1 thereto on Form 10-K/A,
                  filed June 28, 2001.

         (b)      Registrant's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 2001, June 30, 2001, and September 30, 2001.

         (c)      The description of Registrant's common stock contained in
                  Registrant's registration statement on Form 8-A, filed July
                  26, 1999, and any amendment or report filed for the purpose of
                  updating such description.

         (d)      The description of Registrant's shareholder protection rights
                  contained in Registrant's registration statement on Form 8-A,
                  filed October 23, 1998, and any amendment or report filed for
                  the purpose of updating such description.

         All documents filed by the registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities

         This item is not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of original issue shares of $0.625 par value common stock
of Registrant to be issued pursuant to the Plan has been passed upon by Clyde A.
Billings, Jr., Senior Vice President and Counsel of FTNC. Mr. Billings
beneficially owns shares of FTNC common stock and holds options to purchase such
shares in an amount deemed substantial by securities regulations. On November 1,
2001, the number of shares, including options, beneficially owned by Mr.
Billings was approximately 54,500 shares.

Item 6.  Indemnification of Directors and Officers

         Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize
a corporation to provide for the indemnification of officers, directors,
employees and agents in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. FTNC has adopted
the provisions of the Tennessee statute pursuant to Article Six of its Bylaws.
Also FTNC has a "Directors' and Officers' Liability Insurance Policy" which
provides coverage sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended.

                                      II-1
Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its shareholders for breach of the duty of care. FTNC has adopted the provisions
of the statute as Article 13 of its charter.

         The shareholders of FTNC have approved an amendment to Article Six of
the Bylaws pursuant to which FTNC is required to indemnify each director and any
officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Such indemnity agreements have been
approved for all of the directors and certain officers.

Item 7.  Exemption from Registration Claimed

         This item is not applicable.

Item 8.  Exhibits
4(a)     Restated Charter of FTNC, as amended, attached as Exhibit 3(i)
                  to FTNC's Annual Report on Form 10-K for the year ended
                  December 31, 1997 and incorporated herein by reference.

         4(b)     Bylaws of FTNC, as amended and restated, attached as Exhibit
                  3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001 and incorporated herein by reference.

         4(c)     Shareholder Protection Rights Agreement, dated as of October
                  20, 1998, between FTNC and First Tennessee Bank National
                  Association as Rights Agent, attached as Exhibit 1 to FTNC's
                  registration statement on Form 8-A, filed October 23, 1998 and
                  incorporated herein by reference.

         5        Opinion of Clyde A. Billings, Jr. as to legality.

         23(a)    Consent of Arthur Andersen LLP.

         23(b)    Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above).

         24       Powers of Attorney.
Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any fact or events
                           arising after the effective date of the registration
                           statement (or the most recent post- effective
                           amendment thereof) which, individually or in the
                           aggregate, represents a fundamental change in the
                           information set forth in the registration statement;
                           Notwithstanding the foregoing,

                                      II-2
any increase or decrease in the volume of securities
                           offered (if the total dollar value of securities
                           offered would not exceed that which was registered)
                           and any deviation from the low or high end of the
                           estimated maximum offering range may be reflected in
                           the form of prospectus filed with the Commission
                           pursuant to Rule 424(b) if, in the aggregate, the
                           changes in volume and price represent no more than a
                           20% change in the maximum aggregate offering price
                           set forth in the "Calculation of Registration Fee"
                           table in the effective registration statement.

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934, (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis and State of Tennessee, on November 15, 2001

                                    FIRST TENNESSEE NATIONAL CORPORATION

                                    By: Elbert L. Thomas, Jr.
                                        ----------------------------------------
                                        Elbert L. Thomas, Jr.
                                        Executive Vice President and Chief
                                        Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature                                    Title                        Date
---------                                    -----                        ----
Ralph Horn*                         Chairman of the Board                 November 15, 2001
------------------------------      and Chief Executive Officer
Ralph Horn                          (principal executive officer)
                                    and a Director

Elbert L. Thomas, Jr.*              Executive Vice President              November 15, 2001
------------------------------      and Chief Financial Officer
Elbert L. Thomas, Jr.               (principal financial officer)

James F. Keen*                      Senior Vice President and             November 15, 2001
------------------------------      Corporate Controller (principal
James F. Keen                       accounting officer)

Robert C. Blattberg*                Director                              November 15, 2001
------------------------------
Robert C. Blattberg

Carlos H. Cantu*                    Director                              November 15, 2001
------------------------------
Carlos H. Cantu

George E. Cates*                    Director                              November 15, 2001
------------------------------
George E. Cates

J. Kenneth Glass*                   Director                              November 15, 2001
------------------------------
J. Kenneth Glass

James A. Haslam, III*               Director                              November 15, 2001
------------------------------
James A. Haslam, III

John C. Kelley, Jr.*                Director                              November 15, 2001
------------------------------
John C. Kelley, Jr.

R. Brad Martin*                     Director                              November 15, 2001
------------------------------
R. Brad Martin
II-4
Joseph Orgill, III*                 Director                              November 15, 2001
------------------------------
Joseph Orgill, III

Vicki R. Palmer*                    Director                              November 15, 2001
------------------------------
Vicki R. Palmer

Michael D. Rose*                    Director                              November 15, 2001
------------------------------
Michael D. Rose

William B. Sansom*                  Director                              November 15, 2001
------------------------------
William B. Sansom

Luke Yancy, III*                    Director                              November 15, 2001
------------------------------
Luke Yancy, III

By: Clyde A. Billings, Jr.                                                November 15, 2001
    --------------------------
    Clyde A. Billings, Jr.
    *As Attorney-in-Fact
II-5
EXHIBIT INDEX
Exhibit Table No.
-----------------
4(a)     Restated Charter of FTNC, as amended attached as Exhibit 3(i)
                  to FTNC's Annual Report on Form 10-K for the year ended
                  December 31, 1997 and incorporated herein by reference.

         4(b)     Bylaws of FTNC, as amended and restated, attached as Exhibit
                  3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001 and incorporated herein by reference.

         4(c)     Shareholder Protection Rights Agreement, dated as of October
                  20, 1998, between FTNC and First Tennessee Bank National
                  Association as Rights Agent, attached as Exhibit 1 to FTNC's
                  Registration Statement on Form 8-A, filed October 23, 1998 and
                  incorporated herein by reference.

         5        Opinion of Clyde A. Billings, Jr. as to legality.

         23(a)    Consent of Arthur Andersen LLP.

         23(b)    Consent of Clyde A. Billings, Jr. (included in opinion filed
                  as Exhibit 5).

         24       Powers of Attorney.