Exhibit 99 (b)

                                 NBC BANK CORP.
                              100 West Grove Street
                            El Dorado, Arkansas 71730
                                 (870) 862-8161

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                     To the shareholders of NBC Bank Corp.:

         NOTICE IS HEREBY GIVEN that a special  meeting of the  shareholders  of
NBC Bank Corp.  (the  "Company") will be held at 10:00 a.m. on June __, 1999, at
the offices of the Company,  100 West Grove St., El Dorado,  Arkansas  71730.  A
Proxy  Statement  relating  to the  business to be  conducted  at the meeting is
enclosed.

         The meeting is for the purpose of considering and acting upon:

         1.       A proposal for the  shareholders  to approve the merger of the
                  Company  with  and into  Simmons  First  National  Corporation
                  ("Simmons") pursuant to the terms of the Agreement and Plan of
                  Merger,  dated March 22, 1999 under the terms of which Simmons
                  will issue 4.1638  shares of its Class A common stock for each
                  share of the Company's  stock  outstanding,  all as more fully
                  set forth in the accompanying Proxy Statement.

         2.       A proposal to amend the articles of incorporation to adopt the
                  Arkansas Business Corporation Act of 1987 as the corporate law
                  to govern the affairs of this corporation:  (This proposal may
                  only be adopted if Proposal (1) above is also adopted.)

         3.       Such other business as may properly come before the meeting or
                  any adjournment  thereof.  NOTE: The board of directors is not
                  aware of any other business to come before the meeting.

         Any  shareholder  of the Company who is opposed to the proposed  action
described in Item #1 is entitled to dissent and obtain payment of the fair value
of his shares,  by  following  the  procedures  set forth in  Arkansas  Business
Corporation Act of 1965, A.C.A. ss.4-26-1007, a copy of which is included in the
Proxy Statement delivered herewith.

         Any action may be taken at the meeting on the date  specified or on any
date or dates to which the  meeting may be  adjourned.  The close of business on
April  ___,  1999,  has  been  fixed as the  record  date  for  determining  the
shareholders entitled to notice of and vote at the meeting.

         You are  requested to complete and sign the  enclosed  proxy,  which is
solicited  by the board of  directors,  and to mail it promptly in the  enclosed
envelope.  The proxy will not be used if you  attend and vote at the  meeting in
person.  EACH  SHAREHOLDER  IS ENCOURAGED TO READ THE ENCLOSED  PROXY  STATEMENT
CAREFULLY PRIOR TO VOTING.
                                       BY ORDER OF THE BOARD OF DIRECTORS.

El Dorado, Arkansas
May __, 1999                               _________________________
                                                   Secretary
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Important:  The prompt  return of proxies  will save the  Company the expense of
further  requests  for  proxies  in order to  ensure a quorum.  A  pre-addressed
postage-paid envelope is enclosed for your convenience.
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