UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549      
                           --------------------------
                                  FORM 8-K/A


                          FIRST COMMERCIAL CORPORATION            
            (Exact name of registrant as specified in its charter)


                               AMENDMENT NO.   1
                                             -----

    The undersigned registrant hereby amends Item 7 of its Current Report on 
Form 8-K dated November 30, 1995, by including as Exhibit 99 certain pro forma 
financial information reflecting the transactions described in Item 5 of this 
Form 8-K.  The pro forma financial information attached as Exhibit 99 hereto 
has been amended to expand the disclosure to summarize (1) the total cost of 
the FDH acquisition, (2) the purchase price allocation, and (3) the useful 
lives assigned to fixed and intangible assets.  Item 7, as amended, appears 
below in its entirety.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

    (c)  Exhibits

         99          Pro Forma Financial Information



    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this amendment to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                       FIRST COMMERCIAL CORPORATION



                                       By: /s/ J. Lynn Wright
                                          -------------------------
                                           J. Lynn Wright
                                           Chief Financial Officer
Date:  January 30, 1996













                               Index to Exhibits


     Exhibit Number                       Exhibit                           
    ----------------     --------------------------------------------
          99              Pro forma Financial Information


















































                                        2