<PAGE>
    As filed with the Securities and Exchange Commission on April 17, 1996
                                                     Registration No. 333-.....
- -------------------------------------------------------------------------------

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

                                   FORM S-8

            REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933

                          --------------------------

                         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, including zip code, of principal executive offices)

                         FIRST COMMERCIAL CORPORATION
                                  401(k) PLAN
                            (Full title of the plan)

                     Barnett Grace, Chairman of the Board
                         First Commercial Corporation
                            400 West Capitol Avenue
                         Little Rock, Arkansas  72201
                    (Name and address of agent for service)

                                   Copy to:

                             John Clayton Randolph
                           Friday, Eldredge & Clark
                      400 West Capitol Avenue, Suite 2000
                       Little Rock, Arkansas  72201-3493

                                 501-371-7000
         (Telephone number, including area code, of agent for service)

                          --------------------------
<PAGE>
                       CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Title of            Amount      Proposed Maxi-    Proposed Maxi-    Amount of
Securities           to be       mum Offering      mum Aggregate   Registration
to be Registered Registered(1) Price Per Unit(2) Offering Price(2)    Fee(2)
- -------------------------------------------------------------------------------
Common Stock, 
par value $3.00
per share . . . .      300,000    $   30.3750      $ 9,112,500.00   $  3,142.24
- -------------------------------------------------------------------------------
(1)  The Registration Statement also includes an indeterminable number of
     additional shares that may become issuable pursuant to the antidilution
     adjustment provisions of the Plan.

(2)  Calculated pursuant to Rule 457(c) and (h)(1) on the basis of the average
     of the high and low reported sales prices on the Nasdaq National Market on
     April 11, 1996 

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the 401(k) Plan described
     herein.




































                                      2
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT              

Item 3.  Incorporation of Documents by Reference

    The following documents filed by First Commercial Corporation (the 
"Company") with the Securities and Exchange Commission (File No. 0-9676) are 
incorporated by reference in this Registration Statement: (i) the Company's 
Annual Report on Form 10-K for the year ended December 31, 1995; (ii) the 
Company's Form 8-K/A filed January 30, 1996 and Current Report on Form 8-K 
dated March 13, 1996; (iii) the Company's Report on Form 10-C filed January 9, 
1996; (iv) the description of the Company's Common Stock contained in the 
Registration Statement on Form 10 filed April 30, 1981 and any amendment or 
report filed for the purpose of updating such description; and (v) the 
Company's Registration Statement on Form 8-A for the preferred share purchase 
rights as filed on January 9, 1991.

    The following document filed by the First Commercial Corporation 401(k) 
Plan (the "Plan") with the Securities and Exchange Commission is incorporated 
by reference in this Registration Statement: the Plan's Annual Report on Form 
11-K for the year ended December 31, 1994, which is filed as Exhibit 99(b) to 
the Company's Annual Report on Form 10-K for the year ended December 31, 1994, 
as amended.

    In addition, all documents subsequently filed by the Company or the Plan 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, 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.

Item 4.  Description of Securities

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

    Not applicable.

Item 6.  Indemnification of Directors and Officers

    Section 4-27-850 of the Arkansas Business Corporation Act contains detailed 
provisions for indemnification of directors and officers of Arkansas 
corporations against expenses, judgments, fines and settlements in connection 
with litigation.  Article TWELFTH of the Company's Second Amended and Restated 
Articles of Incorporation, as amended, provides for indemnification of the 
directors and executive officers of the Company to the fullest extent legally 
permissible under the relevant provisions of the Arkansas Business Corporation 
Act.  Additionally, the Company has in place directors' and officers' liability 
insurance coverage.

Item 7.  Exemption of Registration Claimed

    Not applicable.


                                      3
<PAGE>
Item 8.  Exhibits

     Number                               Description                        
  ------------    -------------------------------------------------------------
     * 4.1         Company's Second Amended and Restated Articles of
                   Incorporation, as amended (incorporated by reference to
                   Exhibit 3.1 to Registration Statement No. 33-33529, as
                   amended).

     * 4.2         Articles of Amendment to Company's Second Amended and
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3 to Form 8-K dated September 18,
                   1990, in 0-9676).

     * 4.3         Articles of Amendment to Company's Second Amended and
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 4.3 to Registration Statement No.
                   33-39084).

     * 4.4         Articles of Amendment to Company's Second Amended and
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3(i) to Form 10-Q for the quarter
                   ended September 30, 1993, in O-9676).

     * 4.5         Company's By-Laws as currently in effect (incorporated by
                   reference to Exhibit 3(d) to Form 10-K for the fiscal year
                   ended December 31, 1991 in 0-9676).

     * 4.6         Rights Agreement (incorporated by reference to Exhibit 4 to
                   Form 8-K dated September 18, 1990, in 0-9676).

      23.1         Consent of Ernst & Young LLP.

      23.2         Consent of KPMG Peat Marwick LLP.

      23.3         Consent of Baird, Kurtz & Dobson.

      24           Powers of Attorney
- ----------
*  Incorporated herein by reference as indicated.

The registrant hereby represents that it has submitted the Plan, and undertakes 
to submit any amendment thereto, to the Internal Revenue Service (the "IRS") in 
a timely manner and will make all changes required by the IRS in order to 
qualify the Plan.

Item 9.  Undertakings

    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:

        (a)  To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, unless the information required to be included in



                                      4
<PAGE>
    such post-effective amendment is contained in a periodic report filed by
    registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 and incorporated herein by reference;

        (b)  To reflect in the prospectus any facts 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,
    represent a fundamental change in the information set forth in the
    registration statement, unless the information required to be included in
    such post-effective amendment is contained in a periodic report filed by
    registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 and incorporated herein by reference.  Notwithstanding
    the foregoing, any increase or decrease in 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; and

        (c)  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.

    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.

    4.  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 each filing 
of the registrant's 401(k) Plan 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.

    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 referred to in Item 6 above, or 
otherwise, the registrant has been advised that in the opinion of the










                                      5
<PAGE>
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.














































                                      6
<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 Little Rock, State of Arkansas, on 
the 17th day of April, 1996.

                                    FIRST COMMERCIAL CORPORATION

                                     /s/ J. Lynn Wright
                                    ------------------------------
                                    J. Lynn Wright
                                    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 indicated on the 17th day of April, 1996.

   *                                Chairman of the Board, Chief
- -------------------------------     Executive Officer, President and
Barnett Grace                       Director
                                    (Principal Executive Officer)

 /s/J. Lynn Wright                  Chief Financial Officer
- -------------------------------     (Principal Financial and
J. Lynn Wright                      Accounting Officer)

   *                                Director
- -------------------------------
John W. Allison

   *                                Director
- -------------------------------
Truman Arnold

   *                                Director
- -------------------------------
William H. Bowen

   *                                Director
- -------------------------------
Peggy Clark

   *                                Director
- -------------------------------
Robert G. Cress

   *                                Director
- -------------------------------
Cecil W. Cupp, Jr.




                                      7
<PAGE>
                                    Director
- -------------------------------
Frank D. Hickingbotham

                                    Director
- -------------------------------
Walter E. Hussman, Jr.

   *                                Director
- -------------------------------
Frederick E. Joyce, M.D.

   *                                Director
- -------------------------------
Jack G. Justus

   *                                Director
- -------------------------------
William M. Lemley

                                    Director
- -------------------------------
Charles H. Murphy, Jr.

   *                                Director
- -------------------------------
Michael W. Murphy

   *                                Director
- -------------------------------
William C. Nolan, Jr.

   *                                Director
- -------------------------------
Sam C. Sowell

                                    Director
- -------------------------------
Paul D. Tilley

*By:   /s/Edwin P. Henry
      -------------------------
      Edwin P. Henry
      Attorney-in-Fact

Edwin P. Henry, by signing his name hereto, does sign this document on behalf 
of each of the persons indicated above pursuant to powers of attorney duly 
executed by such persons, filed or to be filed with the Securities and Exchange 
Commission as supplemental information.









                                      8
<PAGE>
    The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
    --------
trustee has duly caused this registration statement to be signed on its behalf 
by the undersigned, thereunto duly authorized, in the City of Little Rock, 
State of Arkansas, on the 17th day of April, 1996.

                                    First Commercial Trust Company, N.A.,
                                     Trustee for
                                    First Commercial Corporation 401(k) Plan

                                    By:  /s/ Michael A. O'Brien
                                        ------------------------------
                                        Michael A. O'Brien
                                        President and Chief Executive
                                         Officer











































                                      9
<PAGE>
                               INDEX TO EXHIBITS

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

     * 4.1         Company's Second Amended and Restated Articles of
                   Incorporation, as amended (incorporated by reference to
                   Exhibit 3.1 to Registration Statement No. 33-33529, as
                   amended).

     * 4.2         Articles of Amendment to Company's Second Amended and 
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3 to Form 8-K dated September 18,
                   1990, in 0-9676).

     * 4.3         Articles of Amendment to Company's Second Amended and 
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 4.3 to Registration Statement No.
                   33-39084).

     * 4.4         Articles of Amendment to Company's Second Amended and 
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3(i) to Form 10-Q for the quarter
                   ended September 30, 1993, in O-9676).

     * 4.5         Company's By-Laws as currently in effect (incorporated by
                   reference to Exhibit 3(d) to Form 10-K for the fiscal year
                   ended December 31, 1991 in 0-9676).

     * 4.6         Rights Agreement (incorporated by reference to Exhibit 4 to
                   Form 8-K dated September 18, 1990, in 0-9676).

      23.1         Consent of Ernst & Young LLP.

      23.2         Consent of KPMG Peat Marwick LLP.

      23.3         Consent of Baird, Kurtz & Dobson.

      24           Powers of Attorney
- -----------
*  Incorporated herein by reference as indicated.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 19094}]
{"company-data": {"conformed-name": "FIRST COMMERCIAL CORP", "cik": "0000316769", "assigned-sic": "6022", "irs-number": "710540166", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02565", "film-number": "96547919"}, "business-address": {"street1": "400 WEST CAPITOL AVE", "city": "LITTLE ROCK", "state": "AR", "zip": "72201", "phone": "5013717000"}, "mail-address": {"street1": "400 WEST CAPITAL AVE", "street2": "P O BOX 1471", "city": "LITTLE ROCK", "state": "AR", "zip": "72201"}, "former-company": {"former-conformed-name": "COMMERCIAL BANKSTOCK INC", "date-changed": "19831114"}}
As filed with the Securities and Exchange Commission on April 17, 1996
                                                     Registration No. 333-.....
- -------------------------------------------------------------------------------

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

                                   FORM S-8

            REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933

                          --------------------------

                         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, including zip code, of principal executive offices)

                         FIRST COMMERCIAL CORPORATION
                                  401(k) PLAN
                            (Full title of the plan)

                     Barnett Grace, Chairman of the Board
                         First Commercial Corporation
                            400 West Capitol Avenue
                         Little Rock, Arkansas  72201
                    (Name and address of agent for service)

                                   Copy to:

                             John Clayton Randolph
                           Friday, Eldredge & Clark
                      400 West Capitol Avenue, Suite 2000
                       Little Rock, Arkansas  72201-3493

                                 501-371-7000
         (Telephone number, including area code, of agent for service)

                          --------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Title of            Amount      Proposed Maxi-    Proposed Maxi-    Amount of
Securities           to be       mum Offering      mum Aggregate   Registration
to be Registered Registered(1) Price Per Unit(2) Offering Price(2)    Fee(2)
- -------------------------------------------------------------------------------
Common Stock, 
par value $3.00
per share . . . .      300,000    $   30.3750      $ 9,112,500.00   $  3,142.24
- -------------------------------------------------------------------------------
(1)  The Registration Statement also includes an indeterminable number of
     additional shares that may become issuable pursuant to the antidilution
     adjustment provisions of the Plan.

(2)  Calculated pursuant to Rule 457(c) and (h)(1) on the basis of the average
     of the high and low reported sales prices on the Nasdaq National Market on
     April 11, 1996 

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the 401(k) Plan described
     herein.

                                      2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT              

Item 3.  Incorporation of Documents by Reference

    The following documents filed by First Commercial Corporation (the 
"Company") with the Securities and Exchange Commission (File No. 0-9676) are 
incorporated by reference in this Registration Statement: (i) the Company's 
Annual Report on Form 10-K for the year ended December 31, 1995; (ii) the 
Company's Form 8-K/A filed January 30, 1996 and Current Report on Form 8-K 
dated March 13, 1996; (iii) the Company's Report on Form 10-C filed January 9, 
1996; (iv) the description of the Company's Common Stock contained in the 
Registration Statement on Form 10 filed April 30, 1981 and any amendment or 
report filed for the purpose of updating such description; and (v) the 
Company's Registration Statement on Form 8-A for the preferred share purchase 
rights as filed on January 9, 1991.

    The following document filed by the First Commercial Corporation 401(k) 
Plan (the "Plan") with the Securities and Exchange Commission is incorporated 
by reference in this Registration Statement: the Plan's Annual Report on Form 
11-K for the year ended December 31, 1994, which is filed as Exhibit 99(b) to 
the Company's Annual Report on Form 10-K for the year ended December 31, 1994, 
as amended.

    In addition, all documents subsequently filed by the Company or the Plan 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, 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.

Item 4.  Description of Securities

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

    Not applicable.

Item 6.  Indemnification of Directors and Officers

    Section 4-27-850 of the Arkansas Business Corporation Act contains detailed 
provisions for indemnification of directors and officers of Arkansas 
corporations against expenses, judgments, fines and settlements in connection 
with litigation.  Article TWELFTH of the Company's Second Amended and Restated 
Articles of Incorporation, as amended, provides for indemnification of the 
directors and executive officers of the Company to the fullest extent legally 
permissible under the relevant provisions of the Arkansas Business Corporation 
Act.  Additionally, the Company has in place directors' and officers' liability 
insurance coverage.

Item 7.  Exemption of Registration Claimed

    Not applicable.

                                      3
Item 8.  Exhibits

     Number                               Description                        
  ------------    -------------------------------------------------------------
     * 4.1         Company's Second Amended and Restated Articles of
                   Incorporation, as amended (incorporated by reference to
                   Exhibit 3.1 to Registration Statement No. 33-33529, as
                   amended).

     * 4.2         Articles of Amendment to Company's Second Amended and
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3 to Form 8-K dated September 18,
                   1990, in 0-9676).

     * 4.3         Articles of Amendment to Company's Second Amended and
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 4.3 to Registration Statement No.
                   33-39084).

     * 4.4         Articles of Amendment to Company's Second Amended and
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3(i) to Form 10-Q for the quarter
                   ended September 30, 1993, in O-9676).

     * 4.5         Company's By-Laws as currently in effect (incorporated by
                   reference to Exhibit 3(d) to Form 10-K for the fiscal year
                   ended December 31, 1991 in 0-9676).

     * 4.6         Rights Agreement (incorporated by reference to Exhibit 4 to
                   Form 8-K dated September 18, 1990, in 0-9676).

      23.1         Consent of Ernst & Young LLP.

      23.2         Consent of KPMG Peat Marwick LLP.

      23.3         Consent of Baird, Kurtz & Dobson.

      24           Powers of Attorney
- ----------
*  Incorporated herein by reference as indicated.

The registrant hereby represents that it has submitted the Plan, and undertakes 
to submit any amendment thereto, to the Internal Revenue Service (the "IRS") in 
a timely manner and will make all changes required by the IRS in order to 
qualify the Plan.

Item 9.  Undertakings

    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:

        (a)  To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, unless the information required to be included in

                                      4
such post-effective amendment is contained in a periodic report filed by
    registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 and incorporated herein by reference;

        (b)  To reflect in the prospectus any facts 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,
    represent a fundamental change in the information set forth in the
    registration statement, unless the information required to be included in
    such post-effective amendment is contained in a periodic report filed by
    registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 and incorporated herein by reference.  Notwithstanding
    the foregoing, any increase or decrease in 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; and

        (c)  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.

    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.

    4.  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 each filing 
of the registrant's 401(k) Plan 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.

    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 referred to in Item 6 above, or 
otherwise, the registrant has been advised that in the opinion of the

                                      5
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.

                                      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 Little Rock, State of Arkansas, on 
the 17th day of April, 1996.

                                    FIRST COMMERCIAL CORPORATION

                                     /s/ J. Lynn Wright
                                    ------------------------------
                                    J. Lynn Wright
                                    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 indicated on the 17th day of April, 1996.

   *                                Chairman of the Board, Chief
- -------------------------------     Executive Officer, President and
Barnett Grace                       Director
                                    (Principal Executive Officer)

 /s/J. Lynn Wright                  Chief Financial Officer
- -------------------------------     (Principal Financial and
J. Lynn Wright                      Accounting Officer)

   *                                Director
- -------------------------------
John W. Allison

   *                                Director
- -------------------------------
Truman Arnold

   *                                Director
- -------------------------------
William H. Bowen

   *                                Director
- -------------------------------
Peggy Clark

   *                                Director
- -------------------------------
Robert G. Cress

   *                                Director
- -------------------------------
Cecil W. Cupp, Jr.

                                      7
Director
- -------------------------------
Frank D. Hickingbotham

                                    Director
- -------------------------------
Walter E. Hussman, Jr.

   *                                Director
- -------------------------------
Frederick E. Joyce, M.D.

   *                                Director
- -------------------------------
Jack G. Justus

   *                                Director
- -------------------------------
William M. Lemley

                                    Director
- -------------------------------
Charles H. Murphy, Jr.

   *                                Director
- -------------------------------
Michael W. Murphy

   *                                Director
- -------------------------------
William C. Nolan, Jr.

   *                                Director
- -------------------------------
Sam C. Sowell

                                    Director
- -------------------------------
Paul D. Tilley

*By:   /s/Edwin P. Henry
      -------------------------
      Edwin P. Henry
      Attorney-in-Fact

Edwin P. Henry, by signing his name hereto, does sign this document on behalf 
of each of the persons indicated above pursuant to powers of attorney duly 
executed by such persons, filed or to be filed with the Securities and Exchange 
Commission as supplemental information.

                                      8
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
    --------
trustee has duly caused this registration statement to be signed on its behalf 
by the undersigned, thereunto duly authorized, in the City of Little Rock, 
State of Arkansas, on the 17th day of April, 1996.

                                    First Commercial Trust Company, N.A.,
                                     Trustee for
                                    First Commercial Corporation 401(k) Plan

                                    By:  /s/ Michael A. O'Brien
                                        ------------------------------
                                        Michael A. O'Brien
                                        President and Chief Executive
                                         Officer

                                      9
INDEX TO EXHIBITS

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

     * 4.1         Company's Second Amended and Restated Articles of
                   Incorporation, as amended (incorporated by reference to
                   Exhibit 3.1 to Registration Statement No. 33-33529, as
                   amended).

     * 4.2         Articles of Amendment to Company's Second Amended and 
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3 to Form 8-K dated September 18,
                   1990, in 0-9676).

     * 4.3         Articles of Amendment to Company's Second Amended and 
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 4.3 to Registration Statement No.
                   33-39084).

     * 4.4         Articles of Amendment to Company's Second Amended and 
                   Restated Articles of Incorporation, as amended (incorporated
                   by reference to Exhibit 3(i) to Form 10-Q for the quarter
                   ended September 30, 1993, in O-9676).

     * 4.5         Company's By-Laws as currently in effect (incorporated by
                   reference to Exhibit 3(d) to Form 10-K for the fiscal year
                   ended December 31, 1991 in 0-9676).

     * 4.6         Rights Agreement (incorporated by reference to Exhibit 4 to
                   Form 8-K dated September 18, 1990, in 0-9676).

      23.1         Consent of Ernst & Young LLP.

      23.2         Consent of KPMG Peat Marwick LLP.

      23.3         Consent of Baird, Kurtz & Dobson.

      24           Powers of Attorney
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*  Incorporated herein by reference as indicated.