FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE HOLDERS OF COMMON STOCK:

Notice is hereby given that pursuant to call of its Directors, the
regular annual meeting of the shareholders of First Pulaski National
Corporation of Pulaski, Tennessee, will be held in the Cox and Curry
Center of the First National Bank at 206 South First Street, Pulaski,
Tennessee on Thursday, April 29, 1999, at 1:00 P.M. CDT for the purpose
of considering and voting on the following matters:

(1) The election as Directors of the nineteen (19) persons
named in the accompanying Proxy Statement dated April 7, 1999.

(2) Ratification of the selection of the Certified Public
Accounting Firm of Putman and Hancock, Certified Public
Accountants, for professional services for the current year,
and

(3) Any other business that properly may be brought before the
meeting or any adjournment or adjournments thereof.

Only those shareholders of record at the close of business on March
22, 1999, shall be entitled to Notice of Meeting and to vote at the
annual meeting or any adjournment thereof.

By order of the Board of Directors

/s/ James T. Cox
James T. Cox
Acting Chairman

FIRST PULASKI NATIONAL CORPORATION
PROXY STATEMENT

This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the First Pulaski
National Corporation (the "Corporation") to be voted at the annual
meeting of the shareholders of the Corporation or any adjournment or
adjournments thereof, to be held on April 29, 1999, at the time and place
and for the purposes set forth in the accompanying notice. A proxy may
be revoked by the shareholder at any time prior to its use by filing with
the Secretary of the Corporation a written revocation or duly executed
proxy bearing a later date. This proxy statement and the accompanying
form of proxy have been mailed on or about April 7, 1999, to holders of
the Corporation's common stock as of March 22, 1999.

The Corporation's principal executive office is located in the First
National Bank Building at 206 South First Street, Pulaski, Tennessee,
38478.

Proxies may be solicited by mail. All costs will be borne by the
Corporation. The Corporation does not anticipate paying any compensation
to any party other than its regular employees (and then only regular
salaries plus expenses) for the solicitation of proxies.

The shares represented by such proxies will be voted in accordance
with the choices specified therein. If no choice has been specified, the
shares will be voted for the election of the nominees named herein as
directors and for the ratification of the selection of Putman and
Hancock, Certified Public Accountants of Fayetteville, Tennessee, as the
Corporation's independent auditors for the current year. The Board of
Directors of the Corporation does not know of any other matters which
will be presented for action at the meeting, but the persons named in the
proxy (who are directors of the Corporation) intend to vote or act with
respect to any other proposal which may be properly presented for action,
according to their best judgment unless the proxy provides otherwise for
the withholding of discretionary authority.

As of March 22, 1999, the Corporation had outstanding 1,574,065
shares of its $1 par value common stock, held by 1,382 shareholders of
record. Holders of its Common Stock are entitled to one vote for each
share of common stock held on all matters to come before the meeting.
Only shareholders of record at the close of business on March 22, 1999
are entitled to vote at the meeting or any adjournment thereof.

The affirmative vote of a plurality of the votes cast is required
for the election of the nominees as directors. The affirmative vote of
a majority of the shares represented at the meeting is required for
ratification of the selection of the independent auditors.

"Abstentions" and "Non Votes" are counted as "present" in
determining whether a quorum is present. A non vote occurs when a
nominee holding shares for a beneficial owner votes on one proposal but
does not vote on another proposal because the nominee does not have
discretionary voting power and has not received instructions from the
beneficial owner.

SECURITY OWNERSHIP OF CERTAIN
-----------------------------
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------

The following table sets forth information concerning (i) persons
who are the beneficial owners of more than 5% of Common Stock (its only
class of voting securities) and (ii) the beneficial ownership of the
Corporation's common stock by all directors and Executive Officers of the
Corporation as a group (20 persons). Information concerning beneficial
ownership of the Corporation's directors and nominees and executive
officers of the Corporation is set forth in the table under the section
of this Proxy Statement entitled "Election of Directors" (the "Directors'
Table"). The information shown below is as of March 22, 1999, and is
based on the Corporation's stock records or the ownership data filed with
the Securities and Exchange Commission.

_______________________________________________________________________
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT
CLASS OF BENEFICIAL OF BENEFICIAL OF CLASS
OWNER OWNERSHIP
_______________________________________________________________________

Common stock First National Bank 81,348 (1) 5.17
of Pulaski, Tennessee
Profit Sharing Plan
P. O. Box 289
Pulaski, TN 38478

Common stock All Directors and
Executive Officers
(20 persons) 286,667 18.87

(1) The First National Bank of Pulaski, Tennessee Profit Sharing Plan
owns 81,348 shares of Common Stock. First Farmers and Merchants National
Bank of Columbia, Tennessee acts as the Trustee for the Profit Sharing
Plan and in such capacity has the authority to vote these shares of
Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------

Pursuant to rules promulgated under the Securities Exchange Act of 1934,
as amended, the Corporation's directors, executive officers and any
person holding more than ten percent (10%) of the Common Stock are
required to report their ownership of the Common Stock and any changes in
that ownership to the Securities and Exchange Commission (the "SEC").
These persons are also required by SEC regulations to furnish the
Corporation with copies of these reports. Specific due dates for these
reports have been established and the Corporation is required to report
any failure to file by these dates. Based solely on a review of the
reports furnished to the Corporation and written representations from the
Corporation's directors and executive officers, the Corporation believes
that all of these filing requirements were satisfied by the Corporation's
directors, executive officers and ten percent (10%) holders during the
1998 fiscal year.

PROPOSAL NO. 1
--------------
ELECTION OF DIRECTORS
---------------------

The By-Laws of the Corporation currently state that the Board of
Directors shall consist of not less than five (5) nor more than thirty-
five (35) members.

The persons herein named will be elected to hold office until the
next annual meeting of shareholders and until their successors have been
elected and qualified. Unless otherwise directed, it is the intention of
the persons named in the proxy to vote the shares covered thereby for the
nominees designated by the Board of Directors as listed below.

The following table sets forth certain information concerning each
person nominated for election as a director. Management of the
Corporation believes that each of the individuals named below intends to
vote their shares of Common Stock in favor of election of the nominees
for director and ratification of the selection of Putman and Hancock,
Certified Public Accountants as the Corporation's auditors. Except as
otherwise indicated, management of the Corporation believes that each
such person holds sole voting and investment power with respect to the
number of shares of Common Stock indicated.

- ------------------------------------------------------------------------
NOMINEES AGE SERVED SHARES OF % OF PRINCIPAL
AS COMMON STOCK CLASS OCCUPATION
DIRECTOR BENEFICIALLY OWNED OR EMPLOYMENT
** SINCE OWNED AS FOR LAST FIVE
OF 3/22/99 (5) YEARS
- ------------------------------------------------------------------------

David E. 45 4/22/93 4,950 (1)* 0.31 President, Bagley &
Bagley Bagley Ins., Inc.

Johnny 63 10/19/81 21,130 (2)* 1.34 Owner, Davis &
Bevill Eslick Market

James K. 56 4/07/83 10,730 (3)* 0.68 Owner, Lairdland Farm
Blackburn, Real Estate Broker
IV

Wade 35 4/20/95 4,250 (4) 0.27 Owner,Wash Master Car
Boggs Washes

James H. 52 4/05/84 6,350 (5)* 0.40 Real Estate Agent,
Butler Butler Realty

Thomas L. 67 10/19/81 26,645 (6)* 1.69 President, Cardin
Cardin Distributing Co.,Inc.

- --------------------------------------------------------------------------
NOMINEES AGE SERVED SHARES OF % OF PRINCIPAL
AS COMMON STOCK CLASS OCCUPATION
DIRECTOR BENEFICIALLY OWNED OR EMPLOYMENT
** SINCE OWNED AS FOR LAST FIVE
OF 3/22/99 (5) YEARS
- --------------------------------------------------------------------------

Joyce F. 67 4/01/82 7,000 (7) 0.44 Retired Vice-
Chaffin President, First
National Bank

James T. 61 Never 7,599 (8)(8a) 0.48 Vice-President,
Cox Served First National Bank

Parmenas 87 10/19/81 27,877 (8)(9)* 1.77 Retired Senior
Cox Chairman of the
Board, First National
Bank

Gregory G. 49 4/22/93 5,580 (10) 0.35 Dentist
Dugger

Charles D. 44 4/22/93 15,850 (11) 1.01 Physician
Haney

Morris Ed 68 4/07/83 19,434 (12)* 1.23 President,
Harwell Harwell Enterprises,
Inc.

James Rand 62 4/07/83 13,040 (13) 0.83 Owner,
Hayes Hayes Properties

D. Clayton 74 10/19/81 53,000 (14) 3.37 Retired, Attorney at
Lee Law

Kenneth R. 69 10/19/81 13,590 (15) 0.86 Retired Plant
Lowry Superintendent,
Genesco, Inc.,
Pulaski, TN

Beatrice 10/19/81 17,705 (16) 1.12 Real Estate
McElroy Investments

William A. 66 4/04/91 4,750 (17) 0.30 Owner, McNairy's
McNairy Flowerama & Gifts,
Farmer

W. Harwell 64 10/19/81 38,775 (18)* 2.46 Physician
Murrey

Bill 54 4/04/91 4,750 (19)* 0.30 Farmer
Yancey

(1) Shares held by Raymond James & Associates for benefit of David
Bagley.

(2) Includes 10,565 shares held by wife.

(3) Includes 1,730 shares held by wife and 2,250 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors.

(4) Includes 1,915 shares held by wife and 420 shares held with father,
who is now deceased.

(5) Includes 4,922 shares held jointly with wife, 450 shares held
jointly with three children and 978 shares available but unexercised
subject to the 1994 Stock Option Plan for Outside Directors.

(6) Includes 11,365 shares held by Raymond James & Associates for
benefit of Thomas L. Cardin IRA, 2,500 shares held by James Clarence
Cardin Testamentary Trust, 2,345 shares held by wife, and 2,580
shares held by mother, who is now deceased.

(7) Includes 3,375 shares held by husband and 1,000 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors.

(8) Parmenas Cox is the father of James T. Cox.

(8a) Includes 432 shares held by wife and 250 shares held by Smith Barney
for benefit of James T. Cox IRA.

(9) Held individually.

(10) Includes 100 shares held jointly with wife as Trustee for child and
1,665 shares held by Raymond James & Associates for benefit of
Gregory G. Dugger IRA.

(11) Includes 5,240 shares held jointly with wife, 300 shares held
jointly with wife as Trustee for three children, and 10,310 shares
held in trust for employees of Physicians and Surgeons, Inc.

(12) Includes 100 shares held by wife and 1,000 shares held by Raymond
James & Associates for benefit of Morris Ed Harwell.

(13) Includes 6,520 shares held by wife.

(14) Includes 28,090 shares held by wife and 1,000 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors.

(15) Includes 7,040 shares held jointly with wife and 250 shares
available but unexercised subject to the 1994 Stock Option Plan for
Outside Directors.

(16) Includes 540 shares held by husband, 1,059 shares held jointly with
husband, 12,406 shares held jointly with two children and 2,640
shares held as trustee for two children.

(17) Includes 1,000 shares held jointly with wife and 3,750 shares
available but unexercised subject to the 1994 Stock Option Plan for
Outside Directors.

(18) Includes 17,475 shares held by wife, 10,310 shares held in trust for
employees of Physicians & Surgeons, Inc. and 1,091 shares available
but unexercised subject to the 1994 Stock Option Plan for Outside
Directors.

(19) Held jointly with wife.

* Serves on the Board of Directors of First National Bank of Pulaski,
Tennessee.

** Robert M. Curry served as Chairman of the Board and CEO of the
Corporation and the Bank until his resignation on August 11, 1998. Mr.
Curry, age 49, beneficially owns 18,547 shares of Common Stock, which
constitutes 1.18% of the class owned. This amount includes 7,780 shares
held jointly with his wife, 6,180 shares held jointly with two brothers
as partners, and 730 held jointly as Trustee for four children.

The By-Laws of the Corporation restrict nomination of persons to
serve as directors as follows:

Any stockholder who intends to nominate or cause to be nominated any
candidate for election to the Board of Directors, other than those made
by or at the direction of the Board of Directors, shall make such
intention known by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the
Corporation within the time periods set forth in Rule 14a-8(a)(3) enacted
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"}. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or re-
election as a Director, (i) the name, age, business and residence address
of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other information relating
to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act, as amended (including
without limitation such persons' written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected);
and (b) as to the stockholder giving the notice (i) the name and address,
as they appear on the Corporation's books, of such stockholder and (ii)
the class and number of shares of the Corporation which are beneficially
owned by such stockholder. Any nominations for directors not in
accordance with this requirement may be disregarded by the Chairman of
the meeting, and upon instruction by the Chairman, votes cast for each
such nominee shall be disregarded.

Unless directed otherwise by the shareholders, the enclosed proxy
will be voted for the election of the nominees for Directors listed.
Management of the Corporation has no reason to believe at this time that
the persons so nominated will be unable or will decline to serve if
elected. As set forth in the By-Laws of the Corporation, the President
is authorized to vote shares held by the Corporation in other
corporations and in said capacity the President of the Corporation will
elect the Board of Directors of First National Bank of Pulaski (the
"Bank"), the Corporation's wholly owned subsidiary.

DESCRIPTION OF THE BOARD & COMMITTEES
-------------------------------------

The Corporation does not have a standing audit, nominating or
compensation committee. Because the Corporation is a one-bank holding
company, decisions regarding audit, nomination of executive officers and
the compensation of executive officers are made by the Audit or
Compensation and Nominations Committees of the Board of Directors of the
Bank, as appropriate, subject to the approval of the Board of Directors
of the Bank and of the Board of Directors of the Corporation as a whole.
The Board of Directors of the Corporation holds regular meetings every
quarter and special meetings as called.

Members of the Bank's Compensation and Nominations Committee are
Johnny Bevill, Thomas L. Cardin, and W. Harwell Murrey, none of whom are
employed either by the Corporation or the Bank. The Compensation and
Nominations Committee held two (2) meetings during 1998.

Members of the Bank's Audit Committee include David E. Bagley,
Johnny Bevill, James K. Blackburn, Thomas L. Cardin, and Morris Ed
Harwell. The Audit Committee met seven (7) times during 1998.

During the fiscal year ended December 31, 1998 the Board of
Directors held an organizational meeting after the annual shareholders
meeting, four (4) regular meetings and ten (10) specially called
meetings. The Board of Directors has three (3) standing committees, (1)
one which administers the First Pulaski National Corporation 1997 Stock
Option Plan, (2) one which administers the First Pulaski National
Corporation 1994 Employee Stock Purchase Plan, and (3) one which
administers the First Pulaski National Corporation 1994 Stock Option Plan
for Outside Directors. Of the fifteen (15) meetings of the Board of
Directors held during 1998, Joe Dunavant missed five (5) meetings,
Charles D. Haney missed nine (9) meetings and D. Clayton Lee missed four
(4) meetings. No other incumbent director attended fewer than 75% of the
total number of meetings of the Board of Directors. All of the Directors
who serve on the Board of Directors of the Corporation's subsidiary,
First National Bank of Pulaski, also serve on the Corporation's Board of
Directors.

EXECUTIVE COMPENSATION
----------------------

The table on the following page summarizes the compensation paid or
accrued by the Corporation during the fiscal years 1998, 1997 and 1996
for (i) the Chief Executive Officer of the Corporation, (ii) the
President of the Corporation and (iii) other executive officers of the
Corporation whose total compensation exceeds $100,000 (collectively, the
"Named Executive Officers"):

SUMMARY COMPENSATION TABLE

NAME AND FISCAL ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) BONUS COMPENSATION (2)
- -----------------------------------------------------------------------

Robert M. Curry 1998 $ 93,480 $ 2,411 $ 14,470
Chief Executive 1997 $120,557 $ 8,350 $ 19,049
Officer of the 1996 $116,511 $ 6,904 $ 18,307
Corporation

William R. Horne 1998 $134,900 $ 4,776 $ 20,856
President of the 1997 $120,557 $ 8,350 $ 19,362
Corporation 1996 $116,511 $ 6,927 $ 18,278

Glen Lamar 1998 $107,147 $ 3,678 $ 15,951
Secretary/ 1997 $ 99,763 $ 7,200 $ 15,533
Treasurer of the 1996 $ 96,323 $ 5,732 $ 14,629
Corporation

(1) Includes for the fiscal years 1998, 1997 and 1996 respectively,
directors' fees in the amount of $6,700, $11,600 and $10,725 for Mr.
Curry, $13,800, $11,600 and $10,725 for Mr. Horne, and $13,700, $11,600
and $10,725 for Mr. Lamar.

(2) Represents for the fiscal years 1998, 1997 and 1996 respectively, (i)
Corporation contributions to a defined contribution plan in the amount of
$13,252, $17,203 and $16,597 for Mr. Curry, $18,701, $17,345 and $16,683
for Mr. Horne, and $18,701, $14,039 and $13,464 for Mr. Lamar; (ii)
premiums paid by the Corporation with respect to life insurance policies
on the life of the Named Executive Officers payable to beneficiaries
designated by the Named Executive Officers of $1,042, $1,452 and $1,431
for Mr. Curry, $2,155, $2,017 and $1,595 for Mr. Horne, $1,552, $1,494
and $1,165 for Mr. Lamar; and (iii) interest paid by the Bank (for which
the Named Executive Officers serve as Executive Officers) on loans to the
Named Executive Officers arranged by the Bank, the proceeds of which were
used to purchase Common Stock of the Corporation, in the amount of $176,
$394 and $279 for Mr. Curry.

BOARD COMPENSATION COMMITTEE
----------------------------

The Corporation does not have a compensation committee. Because the
President, the Chairman, and the current Chief Executive Officer of the
Corporation are also employees of the Bank, and because former Chief
Executive Officer Mr. Curry was also an employee of the Bank, matters of
executive compensation, including bonuses, are determined by the
Compensation and Nominations Committee of the Board of Directors of the
Bank, subject to the approval of the Board of Directors of the Bank and
of the Board of Directors of the Corporation.

In setting the 1998 Compensation of Robert M. Curry, who served as the
Bank's and the Corporation's Chief Executive Officer until August 11,
1998, the Compensation and Nominations Committee of the Bank (the
"Committee") reviewed a Tennessee Banking Association 1998 survey of
compensation levels for Chief Executive Officers of Middle Tennessee
banks or bank holding companies with assets of $100-500 million and also
reviewed compensation surveys conducted by other providers of peer group
data. Decisions regarding compensation were made in view of these
sources of information with the intent to compensate the Chief Executive
Officer with an amount comparable to other financial institutions of
similar size that are located in similar markets. In determining
compensation levels, the Committee further reviewed: (1) the Bank and
the Corporation's overall financial performance in 1997, considering in
particular, asset quality and growth, net income, earnings per share and
return on equity compared to the previous year, and (2) the Chief
Executive Officer's direct business contribution to the Bank.

The 1998 Compensation levels for the remaining executive officers were
based on similar criteria and considerations as well as the
recommendations of the Chief Executive Officer to the Committee and the
Board of Directors. In light of these criteria, the salary levels for
Mr. Horne and Mr. Lamar increased in 1998.

Executive Officers were eligible for, an received, a cash bonus as well
under the Corporation's Bonus Program as determined by the Board of
Directors based upon the Corporation's overall financial performance. The
decision of the Committee and the Board of Directors to award bonuses
was based upon Committee's and the Board of Directors' belief that the
Corporation's financial performance was sound and consistent with the
Corporation's past performance. No specific quantitative performance
measure (of the Corporation, the Bank or any individual) was used to
determine the amount of bonus awarded. Instead, bonuses for executive
officers, including the CEO, were given in a manner similar to the
bonuses granted to all full-time employees of the Bank or the
Corporation, with the amount awarded being most closely tied to that
employee's weekly salary.

The Board of Directors of First Pulaski National Corporation

COMPENSATION COMMITTEE INTERLOCKS
---------------------------------
AND INSIDER PARTICIPATION
-------------------------

During fiscal 1998, the Compensation and Nominations Committee of
the Bank was comprised of Messrs. Bevill, Cardin and Murrey. None of
these persons has at any time been an officer or employee of the
Corporation or its subsidiary. In addition, there are no relationships
among the Corporation's executive officers, members of the Compensation
and Nominations Committee of the Bank or entities whose executives serve
on the Board of Directors or the Compensation and Nominations Committee
of the Bank that require disclosure under applicable SEC regulations.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
-----------------------------------------------

Set forth on the following page is a graph comparing the annual
change in the cumulative total shareholder return on the Corporation's
common stock against the cumulative total return of the NASDAQ Index and
The Carson Medlin Company's Independent Bank Index for the period of five
years beginning December 31, 1993 and ending December 31, 1998.

(A line graph displaying the contents of the table below will be included
in the proxy statement which is mailed to our stockholders).

The cumulative total return reflected in the graph assumes that the
value of the investment in the Corporation's common stock and each index
was $100 on December 31, 1993 and that all dividends were reinvested.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

Robert M. Curry ("Mike Curry") served as Chairman of the Board and Chief
Executive Officer of the Corporation and First National Bank of Pulaski
(the "Bank") throughout 1998 until August 11, 1998, when he resigned
after the Bank discovered he had written unauthorized cashiers checks on
the Bank and deposited them into another bank. The total of such
unauthorized cashiers checks was $1,069,745.00. After receipt of
fidelity bond proceeds, the loss to the Bank from Mr. Curry's actions was
$208,000.00, for which amount he remains liable to the Bank. In
addition, Mr. Curry had indebtedness individually or jointly with his
wife which at October 27, 1998 was $68,681.92. On October 27, 1998,
three creditors filed an involuntary bankruptcy petition against Mike
Curry. On December 14, 1998, the Bankruptcy Court entered an order for
relief sustaining the involuntary petition and thereby placing Mike Curry
in a Chapter 7 (liquidation) bankruptcy case.

The following table summarizes the indebtedness of Mike Curry and
members of his family, to the Bank. Each loan listed was issued as a
promissory note to the party or parties listed.

Table of Indebtedness of Mike Curry,
and Members of His Family, to Bank

($) Amount Owed
as of 2/3/99

Borrower Date Note Amount Interest Principal Accrued Interest Late
Issued ($) Rate (%) (1) Owed Owed Charge
- -----------------------------------------------------------------------------------------------------------------------

Mike Curry (2) 8/21/97 $16,500.00 9.5 $16,500.00 $970.98
6/30/98 9,424.11 9.5 8,520.84 332.66

Mike & Debbie Curry(2) 9/11/97 24,630.37 9.5 21,030.44 897.68 50.00
11/19/97 23,500.00 9.5 19,604.05 760.27 15.00

John T. Curry (3) 4/23/96 43,261.44 Prime' + 1.56 0 217.49
6/6/96 63,000.00 Prime' + 1.56 36,574.95 1,766.86 250.00
1/29/97 370,860.61 Prime' + 1.52 344,218.05 16,559.33 350.00
3/18/98 8,396.84 Prime' + 1.56 8,396.84 739.75

Carroll M. Curry (4) 12/29/95 380,458.64 Prime' + 1.53 332,086.24 17,087.42 100.00
3/15/96 44,238.44 Prime' + 1.56 0 188.34

($) Amount Owed as of 2/3/99

John T. &
Carroll M. Curry (5) 10/17/96 199,424.10 Prime' + 1.56 103,269.12 6,385.74
1/29/97 130,644.54 Prime' + 1.52 0 1,971.89
8/14/97 159,676.78 Prime' + 1.53 0 1,564.79
10/15/97 384,000.00 Prime' + 1.56 384,000.00 30,182.31
11/26/97 47,154.88 Prime' + 1.56 45,154.88 2,338.11
7/2/98 262,373.36 Prime' + 1.05 262,373.36 14,337.94
8/12/98 450,006.23 9.5 364,006.23 15,126.50

(C & C Partnership)(5) 10/30/97 55,231.00 Prime' + 1.00 55,231.00 2,620.76
12/16/97 79,598.96 Prime' + 1.53 79,598.96 4,995.36

(C & T Partnership)(5) 10/30/97 780,000.00 Prime' + 1.56 779,786.88 45,430.85

(1) Prime' means the prime rate as quoted in the New York Stock Exchange

(2) Amounts owed by Mike Curry, individually, and by Mike and Debbie
Curry, jointly, on promissory notes listed above are based upon Proof of
Claims filed by the Bank with the Bankruptcy Court on January 29, 1999.

(3) John T. Curry ("Tim Curry"), brother of Mike Curry, through
promissory notes listed, borrowed a total of $485,518.89 of which
$8,396.84 was loaned after January 1, 1998.

(4) Carroll M. Curry ("Carroll Curry"), brother of Mike Curry, through
the promissory notes listed, borrowed a total of $487,697.08, none of
which was borrowed after January 1, 1998.

(5) In addition to the notes listed above for Tim and Carroll Curry in
their individual capacities, the Bank made joint loans to Tim Curry and
Carroll Curry as co-borrowers. Two of these loans were made to C & C
Partnership and one loan to C & T Partnership, of which Tim Curry and
Carroll Curry were partners. The total indebtedness of Tim Curry and
Carroll Curry jointly totals $2,548,109.85; of this amount $712,379.59
represents loans made after January 1, 1998.

Johnnie M. Curry, mother of Mike Curry, guaranteed all debts of Tim
Curry and Carroll Curry, individually, and in their capacities as
partners of C & C Partnership and C & T Partnership by executing
guarantees dated January 10, 1989, June 25, 1996, and June 1, 1997.

Some of the Corporation's officers and directors are at present, as
in the past, customers of the Bank, and some of the Corporation's
officers and directors are directors and officers of corporations or
members of partnerships that are customers of the Bank. Except as set
forth above, as such customers, they had transactions in the ordinary
course of business in 1998 with the Bank, including borrowings, all of
which were on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions
with other persons and did not involve more than normal risk of
collectability or present any other unfavorable features.

DIRECTOR COMPENSATION
---------------------

The directors of the Corporation are compensated at the rate of
$300.00, for each Directors meeting attended. Those directors of the
Corporation who serve on the Board of Directors of the First National
Bank of Pulaski, Tennessee also serve on the Executive and Loan Committee
for the Bank and are compensated at the rate of $300.00 per directors
meeting and Executive and Loan Committee meeting. Additionally,
directors who serve on the Audit Committee of First National Bank of
Pulaski receive $150.00 per meeting. All other directors who serve on
other committees for the Bank receive $100.00 per meeting. Inside
directors (Bank employees) only receive director fees for regular Board
of Director meetings and Executive and Loan Committee meetings.

PROPOSAL NO. 2
--------------
RATIFICATION OF SELECTION OF AUDITORS
-------------------------------------

The Corporation has appointed, subject to the ratification of the
shareholders, the firm of Putman and Hancock, Certified Public
Accountants, of Fayetteville, Tennessee, as the independent audit firm of
the Corporation for the year ending December 31, 1999. James M. Putman
and his associates, have been the Corporation's auditors since 1981 and
the Board of Directors considers the firm of Putman and Hancock to be
well qualified. A representative of Putman and Hancock is expected to
attend the shareholder's meeting and to have the opportunity to make a
statement and/or respond to appropriate questions from shareholders.

Putman and Hancock in 1998 provided the following audit services:
examination of financial statements of the Corporation, its subsidiaries
and related entities, including those in the Annual Report to Sharehold-
ers and in reports filed with the Securities and Exchange Commission and
others and limited reviews of the Corporation's interim financial state-
ments.

The management of the Corporation recommends a vote FOR ratification
of the selection of Putman and Hancock, Certified Public Accountants, as
the Corporation's independent audit firm. Proxies solicited by
management will be so voted unless shareholders specify a contrary choice
in their proxies.

SHAREHOLDERS' PROPOSALS
-----------------------

In order for any proposals by shareholders to be included in the
1999 proxy materials and to be considered at the 2000 annual meeting, all
such proposals intended for presentation at the 2000 annual meeting must
be mailed to Harold Bass, Acting Secretary/Treasurer, First Pulaski
National Corporation, 206 South First Street, Pulaski, Tennessee 38478,
and must be received no later than November 25, 1999.

Proposals should be sent to the Corporation by certified mail, return
receipt requested, and must comply with Rule 14a-8 of Regulation 14A of
the proxy rules of the Securities and Exchange Commission.

ANNUAL REPORT AND FORM 10-K
---------------------------

The annual report of the Corporation to its shareholders for the
calendar year 1998 is being delivered with this proxy statement.

Copies of the Corporation's Annual Report to the Securities and
Exchange Commission (Form 10-K) will be mailed to Shareholders without
charge, upon written request made to: Harold Bass, Acting
Secretary/Treasurer, First Pulaski National Corporation, 206 South First
Street, Pulaski, Tennessee, 38478.

FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 29, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION

PLEASE SIGN AND RETURN
----------------------

Know all men by these presents that I, the undersigned shareholder
of the First Pulaski National Corporation, do hereby nominate, constitute
and appoint Parmenas Cox, D. Clayton Lee and Harold Bass, or any one of
them (with full power to act alone), my true and lawful attorney(s) with
full power of substitution for me and in my name, place and stead to vote
all the Common Stock of said Corporation standing in my name on its books
on March 22, 1999, at the annual meeting of its shareholders to be held
at the First National Bank Building, 206 South First Street, Pulaski,
Tennessee 38478, on Thursday, April 29, 1999, at 1:00 P.M., CDT or any
adjournment or adjournments thereof, with all power the undersigned would
possess if personally present as follows:

(1) Election as Directors of the nineteen (19) persons listed below:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
all nominees listed except as all nominees listed below
marked to the contrary below. No
mark through will be indicated as
a vote for the named individual.

David E. Bagley James T. Cox D. Clayton Lee
Johnny Bevill Parmenas Cox Kenneth R. Lowry
James K. Blackburn, IV Gregory G. Dugger Beatrice J. McElroy
Wade Boggs Charles D. Haney William A. McNairy
James H. Butler Morris Ed Harwell W. Harwell Murrey
Thomas L. Cardin James Rand Hayes Bill Yancey
Joyce F. Chaffin

IF YOU DESIRE TO VOTE AGAINST ANY ONE OR ALL OF THE INDIVIDUALS
LISTED ABOVE, SIMPLY STRIKE THROUGH HIS OR HER NAME.

(2) Ratification of the selection of Putman and Hancock, Certified
Public Accountants, for professional services for the current year:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) Whatever other business may be brought before the meeting or any
adjournment or adjournments thereof. Management at present knows of no
other business to be presented at the meeting.

THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED
ABOVE UNLESS "AGAINST" OR "ABSTAIN" IS INDICATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF MANAGEMENT UNLESS OTHERWISE INDICATED BELOW.

TO WITHHOLD DISCRETIONARY AUTHORITY TO VOTE ON OTHER MATTERS AT
ANNUAL MEETING. CHECK BLOCK. [ ]

The management recommends a vote of "FOR" each of the listed
propositions. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE CORPORATION AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

IN WITNESS WHEREOF, I have hereunto set my hand this the _____ day
of ________________________, 1999.

Number of shares:________

_______________________________________

_______________________________________
Signature of Shareholder(s), including
title when signing as attorney, executor
administrator, trustee, guardian or
corporate officer. All co-owners must
sign.