As filed with the Securities and Exchange Commission on January 11, 1995
Registration No. 33-_____________
_______________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-4444
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)

NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION STOCK OPTION PLAN
OF FIRST TENNESSEE NATIONAL CORPORATION
(Full title of plan)

HARRY A. JOHNSON, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-5624
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copy to:

CLYDE A. BILLINGS, JR.
Vice President & Counsel
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679

CALCULATION OF REGISTRATION FEE

Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price per Aggregate Offering Registration Fee
Registered Share(1) Price(1) (1)

Common Stock and 225,000 $40.00 $9,000,000 $3,104
Associated Rights

(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the Nasdaq Stock Market for Registrant's stock on
January 6, 1995.
2

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

(a) The registrant's latest annual report, and where interests in
the plan are being registered, the plan's latest annual
report, filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.

(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of such class
of securities contained in a registration statement filed
under such Act, including any amendment or report filed for
the purpose of updating such description.

All documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

This item is not applicable.

Item 5. Interests of Named Experts and Counsel

The validity of original issue shares of $2.50 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares of
FTNC common stock and holds options to purchase such shares in an amount deemed
substantial by securities regulations. On January 1, 1995, the number of
shares, including options, beneficially owned was approximately 10,400.

Item 6. Indemnification of Directors and Officers

Tennessee Code Annotated Sections 48-18-501 through 48-18-509
authorize a corporation to provide for the indemnification of officers,
directors, employees and agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. FTNC has adopted the provisions of the Tennessee statute pursuant
to Article XXVIII of its Bylaws. Also FTNC has a "Directors' and Officers'
Liability Insurance Policy" which provides coverage sufficiently broad to
permit indemnification under certain circumstances for liabilities (including

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reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.

Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its shareholders for breach of the duty of care. FTNC has adopted the
provisions of the statute as Article 13 of its charter.

The shareholders of FTNC have approved an amendment to Article XXVIII
of the Bylaws pursuant to which FTNC is required to indemnify each director and
any officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law, and in accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Contracts have been approved for all of
the directors and certain officers.

Item 7. Exemption from Registration Claimed

This item is not applicable.

Item 8. Exhibits

4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i)
to FTNC's registration statement on Form S-4 (No. 33-53331)
filed April 28, 1994 and incorporated herein by reference.

4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
FTNC's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 and incorporated herein by reference.

4(c) Form of Common Stock Certificate, attached as Exhibit 4(a) to
FTNC's registration statement on Form S-4 (No. 33-51223) filed
November 30, 1993 and incorporated herein by reference.

4(d) Shareholder Protection Rights Agreement, dated as of September
7, 1989, between FTNC and First Tennessee Bank National
Association as Rights Agent, incorporated by reference to
FTNC's registration statement on Form 8-A, filed September 8,
1989.

4(e) Copy of Non-Employee Directors' Deferred Compensation Stock
Option Plan of First Tennessee National Corporation.

5 Opinion of Clyde A. Billings, Jr. as to legality.

23(a) Consent of Arthur Andersen LLP.

23(b) Consent of Baylor and Backus.

23(c) Consent of Clyde A. Billings, Jr. (included in Exhibit 5
above).

24 Powers of Attorney.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any fact or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification

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by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Memphis and State of Tennessee, on January 11, 1995.

FIRST TENNESSEE NATIONAL CORPORATION

By: James F. Keen
----------------------------------
James F. Keen
Senior Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
--------- ----- ----

Ralph Horn* Chief Executive Officer January 11, 1995
-------------------------- (Principal Executive Officer)
Ralph Horn and a Director

Susan Schmidt Bies* Executive Vice President January 11, 1995
------------------------ and Chief Financial Officer
Susan Schmidt Bies (principal financial officer)

James F. Keen* Senior Vice President January 11, 1995
------------------------ and Controller (principal
James F. Keen accounting officer)

Jack A. Belz* Director January 11, 1995
---------------------------
Jack A. Belz

Robert C. Blattberg* Director January 11, 1995
--------------------------
Robert C. Blattberg

J. R. Hyde, III* Director January 11, 1995
---------------------------
J. R. Hyde, III

R. Brad Martin* Director January 11, 1995
---------------------------
R. Brad Martin

Joseph Orgill, III* Director January 11, 1995
----------------------------
Joseph Orgill, III

Richard E. Ray* Director January 11, 1995
----------------------------
Richard E. Ray

Vicki G. Roman* Director January 11, 1995
----------------------------
Vicki G. Roman

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Michael D. Rose* Director January 11, 1995
---------------------------
Michael D. Rose

William B. Sansom* Director January 11, 1995
---------------------------
William B. Sansom

Gordon P. Street, Jr.* Director January 11, 1995
----------------------------
Gordon P. Street, Jr.

Ronald Terry* Director January 11, 1995
----------------------------
Ronald Terry

By:Clyde A. Billings, Jr. January 11, 1995
-------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Table No.

4(a) Restated Charter of FTNC, as amended attached as Exhibit 3(i)
to FTNC's registration statement on Form S-4 (No. 33-53331)
filed April 28, 1994 and incorporated herein by reference.