EXHIBIT 5
                     FRIDAY, ELDREDGE & CLARK
                  2000 First Commercial Building
                      400 West Capitol Avenue
                   Little Rock, Arkansas  72201-3493


                       September 19, 1996


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

   Ladies and Gentlemen:

        We refer  to the Registration Statement on  Form S-4 (the
   "Registration  Statement")  filed   with  the  Securities  and
   Exchange Commission on or about  this date by First Commercial
   Corporation  (the  "Company")   for  registration  under   the
   Securities Act  of 1933, as  amended (the  "Act"), of  415,663
   shares  of the  Company's  common stock,  $3.00 par  value per
   share  (the "Shares"),  to be  issued  in connection  with the
   mergers of City National Bank, Whitehouse, Texas, and Security
   National  Bank,  Nacogdoches,  Texas  with  and  into  certain
   subsidiary banks of the Company. 

        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 pursuant to the terms of the agreements governing the
   aforementioned  mergers,  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,

                            /s/ FRIDAY, ELDREDGE & CLARK

                            FRIDAY, ELDREDGE & CLARK
   JCR/bb