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                                                                    EXHIBIT 23.1

CONSENT OF MORGAN STANLEY & CO. INCORPORATED

March 11, 1998



First American Corporation



Dear Sirs:

         We hereby consent to the inclusion in the Registration Statement of
First American Corporation ("First American"), relating to the proposed merger
of First American and Deposit Guaranty Corp., of our opinion letter in the
Joint Proxy Statement/Prospectus which is a part of the Registration Statement,
and to the references of our firm name therein. In giving such consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations adopted by the Securities and Exchange Commission
thereunder nor do we admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "experts" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,


                                             MORGAN STANLEY & CO. INCORPORATED



                                             By: /s/ William M. Weiant
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