FIRST COMMERCIAL CORP
8-K, 1995-06-06
STATE COMMERCIAL BANKS
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                                 UNITED STATES
                       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




                                  MAY 30, 1995
                Date of Report (Date of earliest reported event)



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



            ARKANSAS                    0 - 9676              71-0540166
(State or other jurisdiction of       (Commission          (I.R.S. Employer
 incorporation or organization)       file number)       Identification Number)



               400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS   72201
              (Address of principal executive offices)      (Zip Code)



         Registrant's telephone number, including area code:   (501)371-7000



















<PAGE>
Item 5.  OTHER EVENTS
         ------------

    Registrant issued a press release announcing that it had executed a letter 
of intent to acquire FDH Bancshares, Inc. (FDH) and its subsidiaries, including 
four banks in Arkansas and one in Louisiana.  Frank D. Hickingbotham is the 
sole shareholder of FDH Bancshares, Inc.  The announcement was made in a press 
release, a copy of which is attached hereto as Exhibit 99 and is incorporated 
herein by reference.

    FDH Bancshares, Inc., headquartered in Little Rock, owns four Arkansas 
banks in Little Rock, El Dorado, Arkadelphia and Fordyce under the name 
Citizens First Bank.  Springhill Bank and Trust in Springhill, Louisiana, is 
FDH's only holding outside the state of Arkansas.  FDH has consolidated assets 
of $382 million, loans of $215 million and deposits of $334 million.



Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

    (c)  Exhibits

         99         Press Release


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


                                       FIRST COMMERCIAL CORPORATION


                                        /s/ J. Lynn Wright
                                   By: -------------------------------
                                        J. Lynn Wright
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)
Date:  June 6, 1995

















                                       2
<PAGE>
                               Index to Exhibits


                                                                            
     Exhibit Number                       Exhibit                           
    ----------------     --------------------------------------------
           99             Press Release

















































                                        3

                                  NEWS RELEASE
                                  ------------
First Commercial Corporation
200 First Commercial Building
Little Rock, Arkansas 72203

                                         For additional information contact:
                                            Lynn Wright
                                            Chief Financial Officer
                                            (501)371-7142


NASDAQ Symbol "FCLR"
In Newspaper Stock Tables Generally "FTCmmcl" or "FstCommclCp"
Price as of May 26, 1995:   Bid $25 1/8   Ask $25 1/2



                             FOR IMMEDIATE RELEASE
                             ---------------------


           FIRST COMMERCIAL ANNOUNCES AFFILIATION WITH FDH BANCSHARES



    LITTLE ROCK, AR (May 30, 1995) - First Commercial Corporation (FCC), the 

Arkansas-based bank holding company, announced today that it has executed a 

letter of intent to acquire FDH Bancshares, Inc. (FDH) and its wholly owned 

subsidiaries, including four banks in Arkansas and one in Louisiana.  Frank D. 

Hickingbotham is the sole shareholder of FDH Bancshares, Inc.



    FDH Bancshares, Inc., headquartered in Little Rock, owns four Arkansas 

banks in Little Rock, El Dorado, Arkadelphia and Fordyce under the name 

Citizens First Bank.  Springhill Bank and Trust in Springhill, Louisiana, is 

FDH's only holding outside the state of Arkansas.  FDH has consolidated assets 

of $382 million, loans of $215 million and deposits of $334 million.



                                     (MORE)
<PAGE>
FIRST COMMERCIAL CORPORATION
Page two of three



    "The affiliation with FDH Bancshares, Inc. and its five banks presents an 

excellent business and marketing opportunity for FCC," noted Barnett Grace, 

chairman of the board and chief executive officer of First Commercial 

Corporation.  "Each bank has a strong market opportunity due to its community 

involvement, reputation and competitive product offerings.



    "This affiliation provides an outstanding vehicle for FCC's entry into new 

geographic areas.  We are always pleased to enter strong economic markets 

through affiliations with established, respected and financially strong banks.  

We believe that this partnership will benefit FDH, its customers and its 

communities, as well as FCC.  We are pleased to add the FDH bankers to our 

affiliate family."



    Grace noted that Frank D. Hickingbotham is a past member of FCC's Board of 

Directors.  "When we review affiliation opportunities we are always interested 

in the strength of current ownership and management.  Under Mr. 

Hickingbotham's guidance, FDH has become a financially sound and desirable 

organization. He contributed to FCC's success when he served on its Board, and 

we look forward to welcoming him back to the FCC family as a result of this 

affiliation."



                                    (MORE)
<PAGE>
FIRST COMMERCIAL CORPORATION
Page three of three



    "First Commercial Corporation has an established track record of 

successful bank affiliations," stated Mr. Hickingbotham.  "In virtually every 

case, FCC ownership of a bank leads to expanded products and improved service 

to customers due to the size and strength of the organization.  The 

possibility of having FCC's strength behind the FDH banks is an exciting 

prospect for our customers and bankers.  



    "FCC is known throughout the region as an organization committed to 

serving its customers and communities.  This focus will blend nicely with the 

FDH philosophy of providing its customers with quality products and quality 

service by being an efficient, well-managed organization."



    First Commercial Corporation is a $4.3 billion bank holding company with 

twenty-one affiliate banks in Arkansas, Texas and Tennessee and a 50% interest 

in a twenty-second bank in Oklahoma.  FCC's non-bank subsidiaries include 

First Commercial Mortgage Company, First Commercial Trust Company, N.A., First 

Commercial Investments, Inc., First Commercial Capital Management and 

Commercial Capital Funding, Inc.



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