FIRST EVERGREEN CORP
8-K, 1995-12-27
NATIONAL COMMERCIAL BANKS
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                                    ORIGINAL

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  December 19, 1995


                          FIRST EVERGREEN CORPORATION
             (Exact name of Registrant as specified in its charter)


      Delaware                        2-94209                  36-2952700
      --------                        -------                  ----------
(State or other jurisdiction        (Commission              (I.R.S. Employer
incorporation of organization)        File No.)             Identification No.)


3101 West 95th Street, Evergreen Park, Illinois  60805
(Address of principal executive offices)


Registrant's telephone number,
including area code                                          (708) 422-6700
                                                             
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ITEM 4.  Changes In Registrant's Certifying Accountant


         a)  On December 19, 1995, the Board of Directors of First Evergreen
Corporation engaged the accounting firm of Ernst & Young LLP as its Certified
Public Accountants for 1996.  The work of Arthur Andersen LLP will be
terminated upon filing of 1995 Form 10-K.

         b)  During the two most recent fiscal years, and interim period
subsequent to December 31, 1994, there have been no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, auditing scope or procedure, or any reportable events.

         c)  Arthur Andersen's report on the financial statements for the past
two years contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.

         d)  The Registrant has requested that Arthur Andersen furnish it with
a letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements.  A copy of Arthur Andersen's letter to
the Securities and Exchange Commission, dated December 26, 1995, is filed as
Exhibit 16, hereto.



ITEM 7.  Financial Statements and Exhibits


         c)  Exhibits

             (16)  Letter from the independent Certified Public Accountant
                   pursuant to Item 4(d).
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                                   Signatures



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                             FIRST EVERGREEN CORPORATION




Dated:  December 22, 1995                By: /s/ Stephen M. Hallenbeck          
                                             -----------------------------------
                                             Stephen M. Hallenbeck
                                             Secretary/Treasurer

                                             Signing on behalf of the Registrant
                                             as primary financial officer.
                                         

<PAGE>   1
                                                                      EXHIBIT 16


December 26, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549





Dear Sirs:

We have read Item 4 included in the attached Form 8-K dated December 22, 1995,
of First Evergreen Corporation to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.

Very Truly Yours,




/s/ Arthur Andersen LLP


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