Mail-Stop 4561
		 							August 1, 2007

Via facsimile and U.S. Mail
Mr. W.B. Marsh
President and Chief Executive Officer
First Commerce Bancorp, Inc.
500 North Ellington Parkway
Lewisburg, Tennessee 37091

Re:    First Commerce Bancorp, Inc.
                      Revised Preliminary Proxy Statement and
Schedule 13E-3
	         File Nos. 0-52257 (Proxy), 005-82901 (Schedule 13E-
3)
                     Filed July 24, 2007

Dear Mr. Marsh:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why a comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filings.  We look forward to
working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Proxy Statement
General
1. Please file on EDGAR, as correspondence, the opinion of counsel
that your common stock and your newly authorized Class A and B
stock
are separate classes of securities under state law.






Questions and Answers, page 1
2. We reissue the last sentence of our previously issued comment
numbered 11. Disclose, in the first answer on page 3, what
investor
protection rules will still be applied by the remaining
regulators.

Closing Comments

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendments to expedite our review.  Please furnish a cover
letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment and voting decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company and each filing person
acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.




	Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3698.

						Sincerely,

						Mark Webb
						Branch Chief
						Financial Services Group
CC:	Via U.S. Mail and Fax:
	Bob F. Thompson, Esq.
	Bass, Berry & Sims PLC
	315 Deaderick Street, Suite 7200
	Nashville, Tennessee 37238-0002
	Phone (615) 742-6200
	Facsimile (615) 742-2813
Mr. W. B. Marsh
First Commerce Bancorp, Inc.
Page 3