EXHIBIT 23.2


                          INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Tennessee National Corporation:


We consent to the incorporation by reference in the registration statement on
Form S-8 pertaining to the registration of $50,000,000 in deferred compensation
obligations under the FTN Financial Deferred Compensation Plan of our report
dated February 21, 2003, with respect to the consolidated statement of condition
of First Tennessee National Corporation (the Company) as of December 31, 2002
and the related consolidated statements of income, shareholders' equity and cash
flows for the year then ended, which report is incorporated by reference in the
Company's 2002 Annual Report on Form 10-K, and to all references to our firm
included therein.


Our report refers to our audit of the adjustments that were applied for the
restatements of the 2001 and 2000 consolidated financial statements, as more
fully described in Notes 1 and 22 to the consolidated financial statements, and
the revision described in Note 7 to the consolidated financial statements.
However, we were not engaged to audit, review, or apply any procedures to the
2001 and 2000 consolidated financial statements other than with respect to such
adjustments.

/s/ KPMG LLP

December 1, 2003