As filed  with the  Securities and Exchange  Commission on June 26, 1997

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

                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 charter)


             Arkansas                                71-0540166   

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


         400 West Capitol Avenue
          Little Rock, Arkansas                             72201

    (Address of principal executive offices)               (Zip Code)


                     First Commercial Corporation
                       1997 Incentive Stock Plan

                                               
                  Barnett Grace, Chairman of the Board
                     First Commercial Corporation
                       400 West Capitol Avenue
                     Little Rock, Arkansas 72201
                             501-371-7000
           
                (Name, address and telephone number, including
                        area code, of agent for service)

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

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

<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        1,200,000       $41.625          $49,950,000       $15,136.36
-----------------------------------------------------------------------------
                                                                          
(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 June 19, 1997.  
                    
                            --------------------------



<PAGE>

                              PART II

    Item 3.   Incorporation of Documents by Reference.

         The  following documents  filed  by First  Commercial
    Corporation  (the  "Company")  with  the   Securities  and
    Exchange Commission are incorporated by reference  in this
    Registration Statement:

         (i)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1996;

         (ii) The Company's  Quarterly Report on Form 10-Q for
              the quarter ended March 31, 1997; 

        (iii) 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

         (iv) The description of the Company s preferred share
              purchase rights  contained in  the  Registration
              Statement on Form 8-A filed January 9, 1991.

    In  addition,  all  documents  subsequently  filed by  the
    Company 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.

         Paul B. Benham  III, a partner of Friday,  Eldredge &
    Clark,  which  firm will  pass  upon the  validity  of the
    shares offered hereby, beneficially owns, individually and
    through various  retirement plans,  1,945 shares  of First
    Commercial Common Stock.

    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

<PAGE>

    amended, provides for indemnification of the directors and
    executive officers  of the  Company to the  fullest extent
    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 from Registration Claimed.

         Not applicable.

    Item 8.   Exhibits.

         Number                   Description

         4.1            Company's Second  Amended and Restated
                        Articles of  Incorporation, as amended
                        (incorporated by  reference to Exhibit
                        3(i)  to Form  10-Q for  the quarterly
                        period ended June 30, 1996.

         4.2            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).

         4.3            Rights   Agreement   (incorporated  by
                        reference  to  Exhibit  4  to  Current
                        Report on Form 8-K dated September 18,
                        1990, in 0-9676).  

           5            Opinion   and   Consent   of   Friday,
                        Eldredge & Clark.

         23.1           Consent of  Friday, Eldredge  &  Clark
                        (included  in   Exhibit  5   to   this
                        Registration Statement).

         23.2           Consent of Ernst & Young LLP.

         24             Powers of Attorney.

    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
         such  post-effective  amendment  is  contained  in  a
<PAGE>

         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  this  registration  statement  or  any
         material  change   to   such  information   in   this
         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  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

<PAGE>

    offering of  such securities at that time  shall be deemed
    to be the initial bona fide offering thereof.

         5.     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 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.  

<PAGE>
                            SIGNATURES

         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 26th day  of June,
    1997.

                                  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 26th
    day of June, 1997.

             *                    Chairman of the Board, Chief
    -----------------             Executive Officer, President
    Barnett Grace                 and 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
<PAGE>

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


              *                   Director
    -----------------------
    Wallace W. Fowler 


              *                   Director
    ------------------------
    Frank D. Hickingbotham


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


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


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


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


              *                   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.

<PAGE>

                         INDEX TO EXHIBITS

                                                         
                                                         Sequentially
    Exhibit                                                  Numbered
    Number                     Exhibit                           Page
    ------                     -------                   ------------


      4.1           Company's  Second  Amended and  Restated
                    Articles  of  Incorporation, as  amended
                    (incorporated  by  reference to  Exhibit
                    3(i)  to Form  10-Q  for  the  quarterly
                    period ended June 30, 1996.

      4.2           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).

      4.3           Rights   Agreement    (incorporated   by
                    reference to Exhibit 4 to Current Report
                    on Form 8-K dated September 18, 1990, in
                    0-9676).  

      5             Opinion and Consent of  Friday, Eldredge
                    & Clark.

      23.1           Consent  of  Friday,  Eldredge  &  Clark
                     (included   in   Exhibit   5   to   this
                     Registration Statement).

      23.2           Consent of Ernst & Young LLP.

      24             Powers of Attorney.

<PAGE>
                                                        Exhibit 5





                               June 26, 1997







          First Commercial Corporation
          400 West Capitol Avenue
          Little Rock, Arkansas 72201

          Ladies and Gentlemen:

               We refer to the Registration Statement on Form S-8
          (the   "Registration   Statement")   filed   with   the
          Securities and Exchange Commission on or about the date
          hereof by First  Commercial Corporation (the "Company")
          for registration  under the Securities Act  of 1933, as
          amended  (the   "Act"),  of  1,200,000  shares  of  the
          Company's common stock, $3.00  par value per share (the
          "Shares"),  to  be  offered   in  connection  with  the
          Company's 1997 Incentive Stock Plan (the "Plan").

               It  is our  opinion that  all action  necessary to
          register the Shares under the Act  will have been taken
          when:

               a.   The Registration Statement shall  have become
          effective in accordance  with the applicable provisions
          of the Act; and

               b.   Appropriate action  shall have been  taken by
          the Board of  Directors of the Company  for the purpose
          of authorizing the registration of the Shares.

               It is our further opinion that the Shares will be,
          upon  issuance against  receipt of  the purchase  price
          therefore (as defined in the Plan), validly authorized,
          validly issued, fully  paid and  non-assessable.   This
          opinion  does not  pass upon  the matter  of compliance

<PAGE>

          with "Blue Sky"  laws or similar  laws relating to  the
          sale or distribution of the Shares.

               We are members of the Arkansas Bar and do not hold
          ourselves  out as  experts  on the  laws  of any  other
          State.

               We hereby consent to the use of this opinion as an
          exhibit  to the  Registration Statement,  as it  may be
          amended, and consent to such references to our firm  as
          are made therein.

                                        Very truly yours,



                                        FRIDAY, ELDREDGE & CLARK

          JCR/bb

<PAGE>
                                                     Exhibit 23.2


                      CONSENT OF INDEPENDENT AUDITORS


     We  consent   to  the  incorporation  by   reference  in  the
     Registration  Statement (Form  S-8) pertaining  to the  First
     Commercial  Corporation  1997  Incentive  Stock Plan  of  our
     report  dated   January  30,   1997,  with  respect   to  the
     consolidated  financial   statements  of   First   Commercial
     Corporation  incorporated by  reference in its  Annual Report
     (Form 10-K) for the year ended December 31, 1996, filed  with
     the Securities and Exchange Commission.


     ERNST & YOUNG LLP


     Little Rock, Arkansas
     June 26, 1997

<PAGE>
                                                       EXHIBIT 24

                             POWER OF ATTORNEY


               KNOW  ALL   MEN  BY   THESE  PRESENTS,  that   the
          undersigned  constitutes and appoints Barnett Grace and
          Edwin P. Henry, and  each of them, his true  and lawful
          attorneys-in-fact  and  agents,  with  full   power  of
          substitution  and resubstitution,  for him  and in  his
          name, place  and stead, in  any and all  capacities, to
          sign the  Registration Statement  on Form S-8  of First
          Commercial  Corporation  (the "Company")  pertaining to
          the  registration  of up  to  1,200,000  shares of  the
          Company's  Common Stock, $3.00 par value per share,  to
          be  offered  to  certain  employees  pursuant  to   the
          Company s 1997  Incentive Stock  Plan, and to  sign any
          and    all    amendments   (including    post-effective
          amendments) to the Registration Statement,  and to file
          the  same,  with  all   exhibits  thereto,  and   other
          documents in connection therewith, with  the Securities
          and  Exchange Commission, granting unto such attorneys-
          in-fact and  agents, and each  of them, full  power and
          authority  to do  and perform  each  and every  act and
          thing  requisite and necessary to  be done, as fully to
          all intents and  purposes as  he might or  could do  in
          person, hereby ratifying and  confirming all that  such
          attorneys-in-fact and  agents or any of  them, or their
          or his  substitute or  substitutes, may lawfully  do or
          cause to be done by virtue hereof.

          Date: June 26, 1997

          /s/ Barnett Grace             /s/ John W. Allison      
          ---------------------         --------------------                   
          Barnett Grace                 John W. Allison
          Director                      Director

          /s/ Truman Arnold             /s/ William H. Bowen     
          ---------------------         ---------------------        
          Truman Arnold                 William H. Bowen
          Director                      Director

          ---------------------         ---------------------
          Peggy Clark                   Robert G. Cress
          Director                      Director

          /s/ Cecil W. Cupp, Jr.        /s/ Wallace W. Fowler    
          ----------------------        ----------------------                  
          Cecil W. Cupp, Jr.            Wallace W. Fowler
          Director                      Director

          /s/ Frank D. Hickinbotham
          -------------------------     -----------------------     
          Frank D. Hickingbotham        Walter E. Hussman, Jr.
          Director                      Director
<PAGE>

          /s/ Frederick E. Joyce    
          -----------------------       --------------------
          Frederick E. Joyce, M.D       Jack G. Justus
          Director                      Director

                                        /s/ Sam C. Sowell        
          -------------------------     ----------------------        
          Michael W. Murphy             Sam C. Sowell
          Director                      Director


          -------------------------
          Paul D. Tilley
          Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23112}]
{"company-data": {"conformed-name": "FIRST COMMERCIAL CORP", "cik": "0000316769", "assigned-sic": "6021", "irs-number": "710540166", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30089", "film-number": "97630408"}, "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 June 26, 1997

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

                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 charter)

             Arkansas                                71-0540166   

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

         400 West Capitol Avenue
          Little Rock, Arkansas                             72201

    (Address of principal executive offices)               (Zip Code)

                     First Commercial Corporation
                       1997 Incentive Stock Plan

                                               
                  Barnett Grace, Chairman of the Board
                     First Commercial Corporation
                       400 West Capitol Avenue
                     Little Rock, Arkansas 72201
                             501-371-7000
           
                (Name, address and telephone number, including
                        area code, of agent for service)

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

                   -------------------------------
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        1,200,000       $41.625          $49,950,000       $15,136.36
-----------------------------------------------------------------------------
                                                                          
(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 June 19, 1997.  
                    
                            --------------------------
PART II

    Item 3.   Incorporation of Documents by Reference.

         The  following documents  filed  by First  Commercial
    Corporation  (the  "Company")  with  the   Securities  and
    Exchange Commission are incorporated by reference  in this
    Registration Statement:

         (i)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1996;

         (ii) The Company's  Quarterly Report on Form 10-Q for
              the quarter ended March 31, 1997; 

        (iii) 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

         (iv) The description of the Company s preferred share
              purchase rights  contained in  the  Registration
              Statement on Form 8-A filed January 9, 1991.

    In  addition,  all  documents  subsequently  filed by  the
    Company 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.

         Paul B. Benham  III, a partner of Friday,  Eldredge &
    Clark,  which  firm will  pass  upon the  validity  of the
    shares offered hereby, beneficially owns, individually and
    through various  retirement plans,  1,945 shares  of First
    Commercial Common Stock.

    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
    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 from Registration Claimed.

         Not applicable.

    Item 8.   Exhibits.

         Number                   Description

         4.1            Company's Second  Amended and Restated
                        Articles of  Incorporation, as amended
                        (incorporated by  reference to Exhibit
                        3(i)  to Form  10-Q for  the quarterly
                        period ended June 30, 1996.

         4.2            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).

         4.3            Rights   Agreement   (incorporated  by
                        reference  to  Exhibit  4  to  Current
                        Report on Form 8-K dated September 18,
                        1990, in 0-9676).  

           5            Opinion   and   Consent   of   Friday,
                        Eldredge & Clark.

         23.1           Consent of  Friday, Eldredge  &  Clark
                        (included  in   Exhibit  5   to   this
                        Registration Statement).

         23.2           Consent of Ernst & Young LLP.

         24             Powers of Attorney.

    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
         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  this  registration  statement  or  any
         material  change   to   such  information   in   this
         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  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.

         5.     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 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.
SIGNATURES

         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 26th day  of June,
    1997.

                                  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 26th
    day of June, 1997.

             *                    Chairman of the Board, Chief
    -----------------             Executive Officer, President
    Barnett Grace                 and 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.

              *                   Director
    -----------------------
    Wallace W. Fowler 

              *                   Director
    ------------------------
    Frank D. Hickingbotham

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

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

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

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

              *                   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.
INDEX TO EXHIBITS

                                                         
                                                         Sequentially
    Exhibit                                                  Numbered
    Number                     Exhibit                           Page
    ------                     -------                   ------------

      4.1           Company's  Second  Amended and  Restated
                    Articles  of  Incorporation, as  amended
                    (incorporated  by  reference to  Exhibit
                    3(i)  to Form  10-Q  for  the  quarterly
                    period ended June 30, 1996.

      4.2           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).

      4.3           Rights   Agreement    (incorporated   by
                    reference to Exhibit 4 to Current Report
                    on Form 8-K dated September 18, 1990, in
                    0-9676).  

      5             Opinion and Consent of  Friday, Eldredge
                    & Clark.

      23.1           Consent  of  Friday,  Eldredge  &  Clark
                     (included   in   Exhibit   5   to   this
                     Registration Statement).

      23.2           Consent of Ernst & Young LLP.

      24             Powers of Attorney.
Exhibit 5

                               June 26, 1997

          First Commercial Corporation
          400 West Capitol Avenue
          Little Rock, Arkansas 72201

          Ladies and Gentlemen:

               We refer to the Registration Statement on Form S-8
          (the   "Registration   Statement")   filed   with   the
          Securities and Exchange Commission on or about the date
          hereof by First  Commercial Corporation (the "Company")
          for registration  under the Securities Act  of 1933, as
          amended  (the   "Act"),  of  1,200,000  shares  of  the
          Company's common stock, $3.00  par value per share (the
          "Shares"),  to  be  offered   in  connection  with  the
          Company's 1997 Incentive Stock Plan (the "Plan").

               It  is our  opinion that  all action  necessary to
          register the Shares under the Act  will have been taken
          when:

               a.   The Registration Statement shall  have become
          effective in accordance  with the applicable provisions
          of the Act; and

               b.   Appropriate action  shall have been  taken by
          the Board of  Directors of the Company  for the purpose
          of authorizing the registration of the Shares.

               It is our further opinion that the Shares will be,
          upon  issuance against  receipt of  the purchase  price
          therefore (as defined in the Plan), validly authorized,
          validly issued, fully  paid and  non-assessable.   This
          opinion  does not  pass upon  the matter  of compliance
with "Blue Sky"  laws or similar  laws relating to  the
          sale or distribution of the Shares.

               We are members of the Arkansas Bar and do not hold
          ourselves  out as  experts  on the  laws  of any  other
          State.

               We hereby consent to the use of this opinion as an
          exhibit  to the  Registration Statement,  as it  may be
          amended, and consent to such references to our firm  as
          are made therein.

                                        Very truly yours,

                                        FRIDAY, ELDREDGE & CLARK

          JCR/bb
Exhibit 23.2

                      CONSENT OF INDEPENDENT AUDITORS

     We  consent   to  the  incorporation  by   reference  in  the
     Registration  Statement (Form  S-8) pertaining  to the  First
     Commercial  Corporation  1997  Incentive  Stock Plan  of  our
     report  dated   January  30,   1997,  with  respect   to  the
     consolidated  financial   statements  of   First   Commercial
     Corporation  incorporated by  reference in its  Annual Report
     (Form 10-K) for the year ended December 31, 1996, filed  with
     the Securities and Exchange Commission.

     ERNST & YOUNG LLP

     Little Rock, Arkansas
     June 26, 1997
EXHIBIT 24

                             POWER OF ATTORNEY

               KNOW  ALL   MEN  BY   THESE  PRESENTS,  that   the
          undersigned  constitutes and appoints Barnett Grace and
          Edwin P. Henry, and  each of them, his true  and lawful
          attorneys-in-fact  and  agents,  with  full   power  of
          substitution  and resubstitution,  for him  and in  his
          name, place  and stead, in  any and all  capacities, to
          sign the  Registration Statement  on Form S-8  of First
          Commercial  Corporation  (the "Company")  pertaining to
          the  registration  of up  to  1,200,000  shares of  the
          Company's  Common Stock, $3.00 par value per share,  to
          be  offered  to  certain  employees  pursuant  to   the
          Company s 1997  Incentive Stock  Plan, and to  sign any
          and    all    amendments   (including    post-effective
          amendments) to the Registration Statement,  and to file
          the  same,  with  all   exhibits  thereto,  and   other
          documents in connection therewith, with  the Securities
          and  Exchange Commission, granting unto such attorneys-
          in-fact and  agents, and each  of them, full  power and
          authority  to do  and perform  each  and every  act and
          thing  requisite and necessary to  be done, as fully to
          all intents and  purposes as  he might or  could do  in
          person, hereby ratifying and  confirming all that  such
          attorneys-in-fact and  agents or any of  them, or their
          or his  substitute or  substitutes, may lawfully  do or
          cause to be done by virtue hereof.

          Date: June 26, 1997

          /s/ Barnett Grace             /s/ John W. Allison      
          ---------------------         --------------------                   
          Barnett Grace                 John W. Allison
          Director                      Director

          /s/ Truman Arnold             /s/ William H. Bowen     
          ---------------------         ---------------------        
          Truman Arnold                 William H. Bowen
          Director                      Director

          ---------------------         ---------------------
          Peggy Clark                   Robert G. Cress
          Director                      Director

          /s/ Cecil W. Cupp, Jr.        /s/ Wallace W. Fowler    
          ----------------------        ----------------------                  
          Cecil W. Cupp, Jr.            Wallace W. Fowler
          Director                      Director

          /s/ Frank D. Hickinbotham
          -------------------------     -----------------------     
          Frank D. Hickingbotham        Walter E. Hussman, Jr.
          Director                      Director
/s/ Frederick E. Joyce    
          -----------------------       --------------------
          Frederick E. Joyce, M.D       Jack G. Justus
          Director                      Director

                                        /s/ Sam C. Sowell        
          -------------------------     ----------------------        
          Michael W. Murphy             Sam C. Sowell
          Director                      Director

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