<PAGE>   1



   As filed with the Securities and Exchange Commission on January 11, 1995
                                               Registration No. 33-_____________
_______________________________________________________________________________

                       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)

        NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION STOCK OPTION PLAN
                    OF FIRST TENNESSEE NATIONAL CORPORATION
                              (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.
                            Vice President & Counsel
                      First Tennessee National Corporation
                               165 Madison Avenue
                               Memphis, TN  38103
                                 (901) 523-5679


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
  Title of              Amount to be          Proposed Maximum      Proposed Maximum      Amount of
  Securities to be      Registered            Offering Price per    Aggregate Offering    Registration Fee
  Registered                                  Share(1)              Price(1)              (1)
  <S>                     <C>                   <C>                    <C>                    <C>
  Common Stock and        225,000               $40.00                 $9,000,000             $3,104                      
  Associated Rights                             
</TABLE>

(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the Nasdaq Stock Market for Registrant's stock on
January 6, 1995.
<PAGE>   2


                 PART II.  INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)     The registrant's latest annual report, and where interests in
                 the plan are being registered, the plan's latest annual
                 report, filed pursuant to Sections 13(a) or 15(d) of the
                 Exchange Act.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the end of the fiscal year covered by
                 the registrant document referred to in (a) above.

         (c)     If the class of securities to be offered is registered under
                 Section 12 of the Exchange Act, the description of such class
                 of securities contained in a registration statement filed
                 under such Act, including 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 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 $2.50 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
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 January 1, 1995, the number of 
shares, including options, beneficially owned was approximately 10,400.

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 XXVIII 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


                                     II-1


<PAGE>   3

reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.

         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 XXVIII
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, and in accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers.  Contracts 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 registration statement on Form S-4 (No. 33-53331)
                 filed April 28, 1994 and incorporated herein by reference.

         4(b)    Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
                 FTNC's Quarterly Report on Form 10-Q for the quarter ended
                 September 30, 1994 and incorporated herein by reference.

         4(c)    Form of Common Stock Certificate, attached as Exhibit 4(a) to
                 FTNC's registration statement on Form S-4 (No. 33-51223) filed
                 November 30, 1993 and incorporated herein by reference.

         4(d)    Shareholder Protection Rights Agreement, dated as of September
                 7, 1989, between FTNC and First Tennessee Bank National
                 Association as Rights Agent, incorporated by reference to
                 FTNC's registration statement on Form 8-A, filed September 8,
                 1989.

         4(e)    Copy of Non-Employee Directors' Deferred Compensation Stock
                 Option Plan of First Tennessee National Corporation.

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

         23(a)   Consent of Arthur Andersen LLP.

         23(b)   Consent of Baylor and Backus.

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

         24      Powers of Attorney.

Item 9.          Undertakings

(a)      The undersigned registrant hereby undertakes:





                                      II-2
<PAGE>   4


         (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;

                 (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 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed 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





                                      II-3
<PAGE>   5

         by it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.





                                      II-4
<PAGE>   6

                                   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 January 11, 1995.

                                  FIRST TENNESSEE NATIONAL CORPORATION
                                  
                                  By: James F. Keen                    
                                     ----------------------------------
                                  James F. Keen
                                  Senior Vice President and Controller


         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*                       Chief Executive Officer           January 11, 1995
         --------------------------        (Principal Executive Officer)    
         Ralph Horn                        and a Director                                    
                                                                            
         Susan Schmidt Bies*               Executive Vice President          January 11, 1995
         ------------------------          and Chief Financial Officer                                                        
         Susan Schmidt Bies                (principal financial officer)
                                                                        
                                           
         James F. Keen*                    Senior Vice President             January 11, 1995 
         ------------------------          and Controller (principal                          
         James F. Keen                     accounting officer)                                
                                           
         
         Jack A. Belz*                     Director                          January 11, 1995
         ---------------------------
         Jack A. Belz                                                                        
                  
         Robert C. Blattberg*              Director                          January 11, 1995
         --------------------------                                                          
         Robert C. Blattberg

         J. R. Hyde, III*                  Director                          January 11, 1995
         ---------------------------                                                         
         J. R. Hyde, III

         R. Brad Martin*                   Director                          January 11, 1995
         ---------------------------                                                         
         R. Brad Martin

         Joseph Orgill, III*               Director                          January 11, 1995
         ----------------------------
         Joseph Orgill, III

         Richard E. Ray*                   Director                          January 11, 1995
         ----------------------------                                                        
         Richard E. Ray

         Vicki G. Roman*                   Director                          January 11, 1995
         ----------------------------                                                        
         Vicki G. Roman
</TABLE>



                                      II-5
<PAGE>   7

<TABLE>
         <S>                               <C>                               <C>                      
         Michael D. Rose*                  Director                          January 11, 1995
         ---------------------------                                                         
         Michael D. Rose

         William B. Sansom*                Director                          January 11, 1995
         ---------------------------
         William B. Sansom

         Gordon P. Street, Jr.*            Director                          January 11, 1995
         ----------------------------
         Gordon P. Street, Jr.

         Ronald Terry*                     Director                          January 11, 1995
         ----------------------------
         Ronald Terry



         By:Clyde A. Billings, Jr.                                           January 11, 1995
            -------------------------                                    
            Clyde A. Billings, Jr.
            *As Attorney-in-Fact
</TABLE>





                                      II-6
<PAGE>   8

                                 EXHIBIT INDEX

Exhibit Table No.

         4(a)    Restated Charter of FTNC, as amended attached as Exhibit 3(i)
                 to FTNC's registration statement on Form S-4 (No. 33-53331)
                 filed April 28, 1994 and incorporated herein by reference.

         4(b)    Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
                 FTNC's Quarterly Report on Form 10-Q for the quarter ended
                 September 30, 1994 and incorporated  herein by reference.

         4(c)    Form of Common Stock Certificate, attached as Exhibit 4(a) to
                 FTNC's registration statement on Form S-4 (No. 33-51223) filed
                 November 30, 1993 and incorporated herein by reference.

         4(d)    Shareholder Protection Rights Agreement, dated as of September
                 7, 1989, between FTNC and First Tennessee Bank National
                 Association as Rights Agent, incorporated by reference to
                 FTNC's Registration Statement on Form 8-A, filed September 8,
                 1989.

         4(e)    Copy of Non-Employee Directors' Deferred Compensation Stock
                 Option Plan of First Tennessee National Corporation.

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

         23(a)   Consent of Arthur Andersen LLP.

         23(b)   Consent of Baylor and Backus.

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

         24      Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FIRST TENNESSEE NATIONAL CORPORATION", "secsgml_size_bytes": 20514}]
1

   As filed with the Securities and Exchange Commission on January 11, 1995
                                               Registration No. 33-_____________
_______________________________________________________________________________

                       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)

        NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION STOCK OPTION PLAN
                    OF FIRST TENNESSEE NATIONAL CORPORATION
                              (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.
                            Vice President & Counsel
                      First Tennessee National Corporation
                               165 Madison Avenue
                               Memphis, TN  38103
                                 (901) 523-5679

                        CALCULATION OF REGISTRATION FEE
Title of              Amount to be          Proposed Maximum      Proposed Maximum      Amount of
  Securities to be      Registered            Offering Price per    Aggregate Offering    Registration Fee
  Registered                                  Share(1)              Price(1)              (1)
Common Stock and        225,000               $40.00                 $9,000,000             $3,104                      
  Associated Rights
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the Nasdaq Stock Market for Registrant's stock on
January 6, 1995.
2

                 PART II.  INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)     The registrant's latest annual report, and where interests in
                 the plan are being registered, the plan's latest annual
                 report, filed pursuant to Sections 13(a) or 15(d) of the
                 Exchange Act.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the end of the fiscal year covered by
                 the registrant document referred to in (a) above.

         (c)     If the class of securities to be offered is registered under
                 Section 12 of the Exchange Act, the description of such class
                 of securities contained in a registration statement filed
                 under such Act, including 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 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 $2.50 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
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 January 1, 1995, the number of 
shares, including options, beneficially owned was approximately 10,400.

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 XXVIII 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

                                     II-1
3

reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.

         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 XXVIII
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, and in accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers.  Contracts 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 registration statement on Form S-4 (No. 33-53331)
                 filed April 28, 1994 and incorporated herein by reference.

         4(b)    Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
                 FTNC's Quarterly Report on Form 10-Q for the quarter ended
                 September 30, 1994 and incorporated herein by reference.

         4(c)    Form of Common Stock Certificate, attached as Exhibit 4(a) to
                 FTNC's registration statement on Form S-4 (No. 33-51223) filed
                 November 30, 1993 and incorporated herein by reference.

         4(d)    Shareholder Protection Rights Agreement, dated as of September
                 7, 1989, between FTNC and First Tennessee Bank National
                 Association as Rights Agent, incorporated by reference to
                 FTNC's registration statement on Form 8-A, filed September 8,
                 1989.

         4(e)    Copy of Non-Employee Directors' Deferred Compensation Stock
                 Option Plan of First Tennessee National Corporation.

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

         23(a)   Consent of Arthur Andersen LLP.

         23(b)   Consent of Baylor and Backus.

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

         24      Powers of Attorney.

Item 9.          Undertakings

(a)      The undersigned registrant hereby undertakes:

                                      II-2
4

         (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;

                 (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 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed 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

                                      II-3
5

         by it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                      II-4
6

                                   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 January 11, 1995.

                                  FIRST TENNESSEE NATIONAL CORPORATION
                                  
                                  By: James F. Keen                    
                                     ----------------------------------
                                  James F. Keen
                                  Senior Vice President and Controller

         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*                       Chief Executive Officer           January 11, 1995
         --------------------------        (Principal Executive Officer)    
         Ralph Horn                        and a Director                                    
                                                                            
         Susan Schmidt Bies*               Executive Vice President          January 11, 1995
         ------------------------          and Chief Financial Officer                                                        
         Susan Schmidt Bies                (principal financial officer)
                                                                        
                                           
         James F. Keen*                    Senior Vice President             January 11, 1995 
         ------------------------          and Controller (principal                          
         James F. Keen                     accounting officer)                                
                                           
         
         Jack A. Belz*                     Director                          January 11, 1995
         ---------------------------
         Jack A. Belz                                                                        
                  
         Robert C. Blattberg*              Director                          January 11, 1995
         --------------------------                                                          
         Robert C. Blattberg

         J. R. Hyde, III*                  Director                          January 11, 1995
         ---------------------------                                                         
         J. R. Hyde, III

         R. Brad Martin*                   Director                          January 11, 1995
         ---------------------------                                                         
         R. Brad Martin

         Joseph Orgill, III*               Director                          January 11, 1995
         ----------------------------
         Joseph Orgill, III

         Richard E. Ray*                   Director                          January 11, 1995
         ----------------------------                                                        
         Richard E. Ray

         Vicki G. Roman*                   Director                          January 11, 1995
         ----------------------------                                                        
         Vicki G. Roman
II-5
7
Michael D. Rose*                  Director                          January 11, 1995
         ---------------------------                                                         
         Michael D. Rose

         William B. Sansom*                Director                          January 11, 1995
         ---------------------------
         William B. Sansom

         Gordon P. Street, Jr.*            Director                          January 11, 1995
         ----------------------------
         Gordon P. Street, Jr.

         Ronald Terry*                     Director                          January 11, 1995
         ----------------------------
         Ronald Terry

         By:Clyde A. Billings, Jr.                                           January 11, 1995
            -------------------------                                    
            Clyde A. Billings, Jr.
            *As Attorney-in-Fact
II-6
8

                                 EXHIBIT INDEX

Exhibit Table No.

         4(a)    Restated Charter of FTNC, as amended attached as Exhibit 3(i)
                 to FTNC's registration statement on Form S-4 (No. 33-53331)
                 filed April 28, 1994 and incorporated herein by reference.

         4(b)    Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
                 FTNC's Quarterly Report on Form 10-Q for the quarter ended
                 September 30, 1994 and incorporated  herein by reference.

         4(c)    Form of Common Stock Certificate, attached as Exhibit 4(a) to
                 FTNC's registration statement on Form S-4 (No. 33-51223) filed
                 November 30, 1993 and incorporated herein by reference.

         4(d)    Shareholder Protection Rights Agreement, dated as of September
                 7, 1989, between FTNC and First Tennessee Bank National
                 Association as Rights Agent, incorporated by reference to
                 FTNC's Registration Statement on Form 8-A, filed September 8,
                 1989.

         4(e)    Copy of Non-Employee Directors' Deferred Compensation Stock
                 Option Plan of First Tennessee National Corporation.

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

         23(a)   Consent of Arthur Andersen LLP.

         23(b)   Consent of Baylor and Backus.

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

         24      Powers of Attorney.