FIRST TENNESSEE NATIONAL CORP, S-3, 1995-05-01

FIRST TENNESSEE NATIONAL CORP
S-3, 1995-05-01
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on May 1, 1995
Registration No. 33-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

TENNESSEE 6021 62-0803242
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) 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)

HARRY A. JOHNSON, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-4444
(Name,address, including zip code, and telephone number, including area code,
of agent for service)

With Copies to:
LINDA M. CROUCH, ESQ.
BAKER, DONELSON, BEARMAN & CALDWELL
2000 FIRST TENNESSEE BUILDING
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 526-2000

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ].

<TABLE>
<CAPTION>
===============================================================================================
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Title of each Amount Proposed Maximum Proposed Maximum Amount
class of securities to be Offering Price Aggregate of
to be registered Registered per Unit(1) Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 $42.436 $12,730,800 $4,390
===============================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(c).

The Registrant filed Registration Statement on Form S-3 (No. 33-8029) on August
14, 1986. Pursuant to Rule 429 under the Securities Act of 1933, as amended,
the Prospectus contained herein relates also to the 200,000 shares of Common
Stock covered by Registration Statement No. 33-8029.
<PAGE> 2
PROSPECTUS

FIRST TENNESSEE NATIONAL CORPORATION
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
500,000 SHARES OF COMMON STOCK, $2.50 PAR VALUE

The First Tennessee National Corporation ("First Tennessee") Dividend
Reinvestment and Stock Purchase Plan (the "Plan") provides holders of shares of
the common stock of First Tennessee ("Common Stock") with a simple and
convenient method of purchasing additional shares of Common Stock without
payment of any brokerage commissions or service charges. Any holder of record
of shares of Common Stock is eligible to participate in the Plan.

Plan participants may:

-- have cash dividends on all or a portion of their shares of
Common Stock registered in their names automatically invested,
along with voluntary cash payments they may choose to make; or

-- continue to receive cash dividends on shares registered in
their names and invest by making voluntary cash payments of up
to $10,000 per quarter.

The shares to be issued under the Plan and to which this Prospectus
relates may be newly issued shares or shares purchased in the open market. The
purchase price of newly issued shares purchased with reinvested dividends or
with voluntary cash payments will be the mean between the highest and lowest
sales prices of the Common Stock as reported on the Nasdaq Stock Market's
National Market System on the date the investment is made. The purchase price
of shares purchased with reinvested dividends or with voluntary cash payments
in the open market will be the weighted average purchase price of all shares
purchased for the relative Investment Date (defined herein).

This Prospectus should be retained for future reference.

THE SHARES OF FIRST TENNESSEE COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE BANK INSURANCE FUND OR THE SAVINGS
ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY
ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May 1, 1995
<PAGE> 3
AVAILABLE INFORMATION

First Tennessee is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Copies of such reports,
proxy statements and other information can be obtained, upon payment of
prescribed fees, from the SEC at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. In addition, such reports, proxy statements and other
information can be inspected at the SEC's facilities referred to above and at
the SEC's Regional Offices at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The First Tennessee Common Stock is included for quotation on
the Nasdaq Stock Market's National System and such reports, proxy statements
and other information concerning First Tennessee should be available for
inspection and copying at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. This Prospectus is
part of a Registration Statement filed and effective under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the shares of
Common Stock and associated rights to be issued. This Prospectus does not
contain all the information set forth in the Registration Statement. Such
additional information may be obtained from the SEC's principal office in
Washington, D.C. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the SEC are hereby incorporated by
reference in this Prospectus and made a part hereof: (a) First Tennessee's
Current Report on Form 8-K, dated October 1, 1993, filed October 18, 1993; (b)
First Tennessee's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, as amended April 25, 1995; (c) First Tennessee's proxy statement
dated March 15, 1995, exclusive of the Board Compensation Committee Report and
the Total Shareholder Return Performance Graph on pages 13-18 thereof; (d) the
description of First Tennessee Common Stock contained in First Tennessee's
registration statement on Form 10 (File No. 0-4491), filed April 14, 1970,
pursuant to Section 12 of the Exchange Act (and any amendments or reports filed
for the purpose of updating the description); and (e) the description of the
First Tennessee's rights to purchase Participating Preferred Stock included in
First Tennessee's registration statement on Form 8-A (File No. 0-4491), filed
September 8, 1989, pursuant to Section 12 of the Exchange Act pursuant to which
First Tennessee registered the Shareholder Protection Rights Plan under the
Exchange Act.

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 Prospectus and prior to the termination of the
offering of the shares of First Tennessee Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus 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 Prospectus 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 Prospectus.

First Tennessee will furnish without charge to each person to whom
this Prospectus is delivered, upon his written or oral request, a copy of any
or all of the documents incorporated by reference herein, except for the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into any of the documents incorporated by reference). Requests
should be directed by mail to Treasurer, First Tennessee National Corporation,
P.O. Box 84, Memphis, Tennessee 38101 or by telephone to (901) 523-5630.

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<PAGE> 4
FIRST TENNESSEE NATIONAL CORPORATION

GENERAL

First Tennessee is a regional bank holding company incorporated under
the laws of Tennessee, which, through First Tennessee Bank National
Association, Memphis, Tennessee ("FTB") and its other banking and
banking-related subsidiaries, provides a broad range of financial services.
First Tennessee was incorporated in Tennessee in 1968. At December 31, 1994,
First Tennessee had consolidated total assets of approximately $10.5 billion,
consolidated total deposits of approximately $7.7 billion and equity capital of
approximately $748.8 million. At December 31, 1994, First Tennessee ranked
60th among bank holding companies in the United States and first among bank
holding companies headquartered in Tennessee in terms of total assets.

First Tennessee coordinates the financial resources of the
consolidated enterprise and maintains systems of financial, operational and
administrative control that allow coordination of selected policies and
activities. First Tennessee operates principally through FTB, which was
chartered as a national banking association in 1864. As of December 31, 1994,
FTB was the largest commercial bank headquartered in Tennessee both in terms of
total assets and deposits, and nationally ranked 59th in terms of total assets.
At December 31, 1994, FTB had total assets of approximately $10.0 billion,
total deposits of approximately $7.3 billion and equity capital of
approximately $672.8 million. FTB conducts a broad range of retail and
commercial banking and fiduciary services and had 214 banking locations at
December 31, 1994. FTB also offers a comprehensive range of financial
services, including bond broker/agency services, mortgage banking and check
clearing, to companies nationally. Bond broker/agency services provided by FTB
consist primarily of the sale of bank-eligible securities to other financial
institutions. Subsidiaries of First Tennessee and FTB are engaged primarily in
providing mortgage banking, integrated check processing solutions, discount
brokerage, equipment finance, venture capital, investment management and credit
life insurance.

The principal executive offices of First Tennessee are located at 165
Madison Avenue, Memphis, Tennessee 38103, and its telephone number is (901)
523-4444.

THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

First Tennessee's Dividend Reinvestment and Stock Purchase Plan
("Plan") is set forth below in a question and answer format. The Plan became
effective on September 18, 1979, and subsequently has been amended by the Board
of Directors of First Tennessee. All amendments to the Plan as of the date of
this Prospectus have been incorporated herein and the Plan as amended and
restated is set forth below.

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The purpose of the Plan is to provide record holders of the First
Tennessee's Common Stock who participate in the Plan ("Participants") with a
simple and convenient method of investing cash dividends and voluntary cash
payments in shares of Common Stock. To the extent such shares are purchased
directly from First Tennessee and not in the open market, First Tennessee will
receive additional funds to be used for general corporate purposes.

ADVANTAGES

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

o Reinvest dividends and invest voluntary cash payments at the
average market price of Common Stock for newly issued shares
and at the prevailing market prices for open market purchases
(See No. 10 below).

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<PAGE> 5
o Reinvest dividends and invest voluntary cash payments without
brokerage commissions or other charges (See No. 13 below).

o Receive full investment use of funds as the Plan provides for
fractions of shares to be credited to Participant's accounts.

o Receive a detailed statement of account transactions (See No.
17 below).

ADMINISTRATION

3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?

Norwest Bank Minnesota, N.A., Investment Plan Services, P.O. Box 539,
South St. Paul, Minnesota 55075 (the "Plan Administrator") administers the Plan
as agent for Participants, sends statements of account to Participants, and
performs other duties relating to the Plan (See No. 26 below). Telephone
inquiries may be directed to the Plan Administrator at (800) 468-9716.

PARTICIPATION

4. WHO IS ELIGIBLE TO PARTICIPATE?

All record holders of Common Stock may become Participants in the
Plan. Record holders may participate in the Plan with respect to all or any
portion of the shares of the First Tennessee's Common Stock registered in his
or her name ("Participating Shares"). In order to be eligible to participate
in the Plan, any beneficial owner whose shares are held in a name other than
his or her own (e.g., in the name of a broker or bank nominee) must either
become a shareholder of record by having such shares transferred into his or
her name or make appropriate arrangements with his or her nominee. Otherwise,
those beneficial owners who are not holders of record of shares will not be
eligible to participate in the Plan. Any shareholder who resides in a
jurisdiction in which it is unlawful for First Tennessee to permit
participation is not eligible to participate in the Plan.

5. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?

An eligible shareholder may join the Plan at any time by completing
and signing the authorization form ("Authorization Form") and returning it to
the Plan Administrator. Additional Authorization Forms may be obtained from
the Plan Administrator. Authorization Forms for new Participants must be
received prior to a dividend record date for eligible shareholders to reinvest
the related dividend.

6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?

A holder of record of shares of Common Stock may join the Plan at any
time. If the Authorization Form is received by the Plan Administrator on or
prior to the record date established for payment of a particular dividend,
reinvestment will begin with that dividend payment. Record dates are normally
the third Friday of March, June, September and December for dividends payable
the first day of April, July, October and January. If the Authorization Form
is received after the record date for a particular dividend, the reinvestment
will not begin until the dividend date following the next record date. For
example, in order to invest the quarterly cash dividend expected to be payable
on January 1, a shareholder's Authorization Form must be received by the Plan
Administrator no later than the third Friday of December (the proposed record
date). If received after that date, the shareholder's purchases will not start
until the following dividend payment date, which would be April 1. Voluntary
cash payments will be invested monthly on the first business day of each month.
Cash must be received by the Plan Administrator at least one business day prior
to the Investment Date (as defined below). See No. 9. Once in the Plan, a
shareholder will remain a participant until the shareholder withdraws from the
Plan or all of the shares held in the shareholder's name and credited to the
shareholder's account under the Plan are sold or transferred.

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<PAGE> 6
7. DOES A SHAREHOLDER HAVE TO AUTHORIZE DIVIDEND REINVESTMENT ON A
MINIMUM NUMBER OF SHARES?

No. There are no minimum share requirements. Record holders of
Common Stock may authorize the reinvestment of dividends on all or any portion
of their shares (See Nos. 4 above and 8 below).

8. MAY A PARTICIPANT CHANGE THE NUMBER OF SHARES SUBJECT TO THE PLAN?

Yes. If a Participant wishes to change the number of shares of Common
Stock subject to the Plan, the Participant must notify the Plan Administrator
in writing to that effect. Any such notification received after a dividend
record date will not be effective until dividends paid for such record date
have been reinvested and the shares credited to the Participant's account.

PURCHASES

9. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?

As and when dividends are paid on the Common Stock, First Tennessee
will promptly pay to the Plan Administrator all dividends payable on
Participating Shares (less tax withheld, if any). Cash dividends will be used
to purchase Common Stock promptly after receipt by the Plan Administrator. The
Plan Administrator will apply any voluntary cash payment received from a
Participant at least one day prior to the first business day of each month to
the purchase of the Common Stock for the account of the Participant. INTEREST
WILL NOT BE PAID BY FIRST TENNESSEE OR THE PLAN ADMINISTRATOR ON CASH PAYMENTS
HELD PENDING INVESTMENT. The date on which dividends are reinvested and/or
cash payments are invested is referred to herein as the "Investment Date." The
Plan's Investment Dates in any month in which a dividend is paid is the
dividend payment date and in any other month will be on the first day of such
month. If, however, the Investment Date falls on a date when the Nasdaq Stock
Market is closed, the first succeeding day on which the Nasdaq Stock Market is
open will be the Investment Date. In the event the Plan Administrator is
unable to purchase on the Investment Date all the shares required to be
purchased, the Plan Administrator will continue to purchase shares on
succeeding days until all funds are invested.

10. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?

Newly issued shares of Common Stock will be purchased at the mean
between the highest and lowest sales prices of the Common Stock on the
Investment Date, as quoted by the Nasdaq Stock Market's National Market System
or other authoritative source. The price of shares purchased in the open
market will be the weighted average purchase price of all shares purchased for
the relevant Investment Date. The Plan Administrator will select brokerage
firms through which purchases are made and such brokerage firms may include
First Tennessee Brokerage, Inc., an affiliate of First Tennessee.

11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?

The number of shares that will be purchased for each Participant will
depend on the amount of dividends to be reinvested, voluntary cash payments, or
both in a Participant's account and the applicable purchase price of the Common
Stock (See No. 10 above). Each Participant's account will be credited with
that number of shares, including any fractional interest computed to three
decimal places, equal to the total amount to be invested divided by the
applicable purchase price as described in the response to No. 10 above.

12. WILL DIVIDENDS ON SHARES HELD IN A PARTICIPANT'S ACCOUNT BE USED TO
PURCHASE ADDITIONAL SHARES OF COMMON STOCK?

Yes. All dividends on shares held in a Participant's account, whether
purchased through dividend reinvestment or voluntary cash payments, will be
automatically reinvested in additional shares of Common Stock.

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<PAGE> 7
13. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?

No. Participants will incur no brokerage commissions or other charges
for purchases made under the Plan. All costs of administration of the Plan
purchases are paid by First Tennessee.

VOLUNTARY CASH PAYMENTS

14. WHO WILL BE ELIGIBLE TO MAKE VOLUNTARY CASH PAYMENTS?

All record holders of Common Stock may elect to make voluntary cash
payments.

15. WHAT ARE THE LIMITATIONS ON VOLUNTARY CASH PAYMENTS?

Voluntary cash payments may be made at any time but may not be less
than $25 per payment. Such payments on behalf of any Participant may not
aggregate more than $10,000 per quarter. First Tennessee reserves the right in
its sole discretion to determine whether voluntary cash payments are made on
behalf of a particular Participant.

16. HOW DOES THE VOLUNTARY CASH PAYMENT OPTION WORK?

A voluntary cash payment may be made by enclosing a check or money
order with the Authorization Form (for new Participants) or by forwarding a
check or money order to the Plan Administrator with a payment form that will
accompany each statement of account. Checks and money orders should be made
payable to the Plan Administrator and should include the Participant's account
number. Additional payment forms may be obtained from the Plan Administrator.
The Plan Administrator will apply any voluntary cash payment received from a
Participant to the purchase of Common Stock for the account of the Participant.

While voluntary cash payments may be made at any time, Participant
should be aware that no interest will be paid on these payments. You may
obtain the return of any voluntary cash payment by written request received by
the Plan Administrator at least 48 hours before the next Investment Date.

REPORTS TO PARTICIPANTS

17. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?

A statement of account transactions will be mailed to each Participant
as soon as practicable after each investment. These statements are your only
record of cost information and should be retained for tax purposes. The Plan
Administrator may assess a charge to Participants for providing past statement
information. Each Participant will also receive copies of First Tennessee's
annual and quarterly reports to shareholders, proxy statements and information
for income tax reporting purposes.

SHARE CERTIFICATES

18. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?

Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. The number of shares
credited to a Participant's account under the Plan will be shown on his or her
statement of account. This safekeeping feature protects against loss, theft or
destruction of stock certificates. Certificates will be issued for shares
withdrawn from the Plan (See No. 20 below).

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<PAGE> 8
19. MAY A PARTICIPANT DELIVER CERTIFICATES REPRESENTING SHARES OF COMMON
STOCK IN HIS OR HER POSSESSION TO THE PLAN ADMINISTRATOR FOR CREDIT TO
HIS OR HER ACCOUNT MAINTAINED AS PART OF THE PLAN?

Participants may elect to deposit their original certificate(s) into
the Dividend Reinvestment account for safekeeping by sending the certificate(s)
to the Plan Administrator together with instructions to deposit the
certificate(s) into the Plan. The transaction will appear on the statement for
that period, and shares will be held by the Plan Administrator in its name or
nominee name. These shares will be held in the Dividend Reinvestment account
until such time as the Participant requests a certificate, sale or termination
from the Plan. Because Participants bear the risk of loss in sending stock
certificates, it is recommended that they use certified mail, return receipt
requested, and that the mailing be properly insured. Certificates should not
be endorsed, provided that the shares are being deposited into the same account
as the registered holder. Participants should note that a cost basis record
for deposited shares cannot be provided by the Plan Administrator. A record of
purchase prices should be retained by the Participant(s).

WITHDRAWAL OF SHARES IN PLAN ACCOUNTS

20. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?

A Participant may withdraw all or a portion of the shares of Common
Stock credited to his or her account by notifying the Plan Administrator in
writing to that effect and specifying in the notice the number of shares to be
withdrawn.

When a Participant withdraws from the Plan or upon termination of the
Plan by First Tennessee, two options are available. If the participant chooses
the stock settlement option, certificates for whole shares credited to the
Participant's account under the Plan will be issued and a cash payment will be
made for any fraction of a share. See No. 21. Or, the Participant may choose
the cash settlement option which provides for the sale of all of the shares,
both whole and fractional, credited to the Participant's account under the
Plan. Any whole shares may be aggregated and sold with those of other
withdrawing Participants. The proceeds to each Participant in such case will
be the average sales price of all shares so aggregated and sold, less a pro
rata share of any brokerage commissions and fees. If a Participant requests
such sale, the sale will be made at the prevailing market price on the date of
the sale, within five business days after the receipt of the request, for the
account of the Participant through a broker designated by the Plan
Administrator. The participant will receive the proceeds of the sale less any
related brokerage commissions, service charges and transfer tax.

Without withdrawing from the Plan, a Participant may change the number
of shares participating in the Plan or discontinue participation with
reinvested dividends on certificate shares held by the Participant by notiying
the Plan Administrator.

Participants' shares will be sold at least once per week by the Plan
Administrator at the then current market price in transactions carried out
through one or more brokerage firms. Such brokerage firms will be selected by
the Plan Administrator and may include First Tennessee Brokerage, Inc., an
affiliate of First Tennessee. Any notice of withdrawal received after a
dividend record date will not be effective until dividends paid for such record
date have been reinvested and the shares credited to the Participant's account.
No dividends will be reinvested on shares withdrawn from a Participant's
account unless an Authorization Form is or has been submitted with respect to
such shares.

21. WHAT HAPPENS TO ANY FRACTIONAL INTEREST WHEN A PARTICIPANT WITHDRAWS
SHARES PURCHASED UNDER THE PLAN?

Any fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the then current market value of the Common Stock
and a check issued promptly for the proceeds thereof. In no case will
certificates representing a fractional interest be issued.

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<PAGE> 9
DISCONTINUATION OF DIVIDEND REINVESTMENT

22. HOW DOES A PARTICIPANT DISCONTINUE PARTICIPATION UNDER THE PLAN?

A Participant may discontinue participation under the Plan as to
shares of Common Stock by notifying the Plan Administrator in writing to that
effect. Any notice of discontinuation received after a dividend record date
will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account. If a
Participant discontinues participation in the Plan, dividends on shares held in
such Participant's account will be automatically reinvested until such shares
are withdrawn (See No. 20 above). A Participant who elects to discontinue
participation need not discontinue the voluntary cash payment portion of the
Plan when discontinuing the automatic dividend reinvestment portion.

FEDERAL TAX INFORMATION

23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?

Under the federal income tax law, a Participant in the Plan who
acquires shares purchased directly from First Tennessee with reinvested
dividends will be treated as receiving, on each dividend payment date, a
dividend in an amount equal to the fair market value of the additional shares
acquired on that date. A Participant in the Plan who acquires shares purchased
in the open market with reinvested dividends will be treated as receiving a
cash distribution equal to the sum of the purchase price and the pro rata
brokerage fees paid by First Tennessee in connection with the purchase of such
shares.

A Participant's tax basis in the shares purchased directly from First
Tennessee with reinvested dividends will be the fair market value of the shares
on the dividend payment date on which the shares were acquired. A
Participant's tax basis in shares purchased in the open market with reinvested
dividends will be equal to the purchase price of the shares plus the amount of
the pro rata brokerage fees paid by First Tennessee in connection with the
purchase of such shares.

A Participant's tax basis in shares purchased directly from First
Tennessee with voluntary cash payments will be the purchase price of the
shares. The tax basis of shares purchased in the open market with voluntary
cash payments will be the purchase price of the shares plus the amount of the
pro rata brokerage fees paid by First Tennessee in connection with the purchase
of such shares.

A Participant's holding period for the shares acquired pursuant to the
Plan will begin on the day after the Investment Date.

Dividends which a Participant receives under the Plan will be eligible
for the dividends received deduction generally available to corporations to the
same extent as cash dividends paid directly to the Participant.

In the case of any shareholder as to whom federal income tax
withholding on dividends is required, and in the case of a foreign shareholder
whose taxable income under the Plan is subject to federal income tax
withholding, First Tennessee will reinvest dividends net of the required amount
of tax withheld.

Participants should consult their own tax advisors as to the tax
consequences of account transactions. Certain tax information will be provided
to Participants by the Plan Administrator (See No. 17 above).

OTHER INFORMATION

24. WHAT HAPPENS IF FIRST TENNESSEE ISSUES A STOCK DIVIDEND, DECLARES A
STOCK SPLIT OR HAS A RIGHTS OFFERING WITH RESPECT TO COMMON STOCK?

Any shares resulting from a stock dividend or stock split with respect
to Common Stock (whole shares and any fractional interest) in a Participant's
account will be credited to such account. The basis for any rights

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<PAGE> 10
offering will include the shares of Common Stock and any fractional interest
credited to a Participant's account. The number and class of shares subject to
the Plan will be adjusted automatically to reflect such events as stock
dividends, stock splits, recapitalizations and like changes.

25. HOW WILL THE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT BE VOTED AT A
MEETING OF SHAREHOLDERS?

If on a record date for a meeting of shareholders there are shares
credited to a Participant's account under the Plan, such Participant will be
sent proxy material for such meeting. A Participant will be entitled to one
vote for each full and fractional share of Common Stock credited to his or her
account. The Participant may vote by proxy or in person at any such meeting.

26. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?

The Plan Administrator receives the Participants' dividend payments
and voluntary cash payments, invests such amounts in additional shares of
Common Stock, maintains continuing records of each Participant's account, and
advises Participants as to all transactions in and the status of their
accounts. The Plan Administrator acts in the capacity of agent for the
Participants.

All notices from the Plan Administrator to a Participant will be
addressed to the Participant at his or her last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of
record will satisfy the Plan Administrator's duty of giving notice to such
Participant. Therefore, Participants must promptly notify the Plan
Administrator of any change of address.

In administering the Plan, the Plan Administrator will not be liable
for any act or omission to act done in good faith, including, without
limitation, any claim for liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of written
notice of such death. The Plan Administrator shall have no duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan. All transactions in connection with the Plan shall be governed by the
laws of the State of Tennessee.

27. MAY THE PLAN BE MODIFIED OR DISCONTINUED?

First Tennessee reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to the Plan.
Participants will be notified of any such suspension, termination or
modification. In addition, First Tennessee may adopt rules and procedures for
the administration of the Plan, interpret the provisions of the Plan and make
any necessary determinations relating thereto. Any such rules, procedures,
interpretations and determinations are final and binding.

28. MAY A PARTICIPANT PLEDGE SHARES PURCHASED UNDER THE PLAN?

No. A Participant who wishes to pledge shares credited to his account
must request the withdrawal of such shares in accordance with the procedures
outlined in response to No. 20 above.

29. WHAT PROCEDURES SHOULD BE FOLLOWED IF A PARTICIPANT WISHES TO SELL
SHARES PURCHASED UNDER THE PLAN?

When a Participant wishes to sell all or a portion of the shares
credited to his account, he or she must request the withdrawal of such shares
in accordance with the procedures outlined in response to No. 20 above.

USE OF PROCEEDS

The proceeds from the purchases of Common Stock under the Plan from
First Tennessee directly and not in the open market are expected to be used for
general corporate purposes. First Tennessee has no basis for estimating either
the number of shares of common Stock that will ultimately be purchased pursuant
to the Plan or the prices at which the shares will be purchased.

- 8 -
<PAGE> 11
DESCRIPTION OF FIRST TENNESSEE CAPITAL STOCK

AUTHORIZED CAPITAL STOCK

The authorized capital stock of First Tennessee currently consists of
5,000,000 shares of Preferred Stock, without par value ("Preferred Stock"),
which may be issued from time to time by resolution of the First Tennessee
Board and 100,000,000 shares of First Tennessee Common Stock. As of April 20,
1995, there were 34,577,436 shares of First Tennessee Common Stock and no
shares of Preferred Stock outstanding. As of that date, approximately 5
million shares of First Tennessee Common Stock were reserved for issuance under
various employee stock plans and First Tennessee's dividend reinvestment plan,
and 345,774 shares of Preferred Stock were reserved for issuance under the
Rights Plan. Also, First Tennessee has on file with the SEC an effective shelf
registration pursuant to which it may offer from time to time, at its
discretion, senior or subordinated debt securities, preferred stock, including
depository shares, and First Tennessee Common Stock at an aggregate initial
offering price not to exceed $300 million.

PREFERRED STOCK

The First Tennessee Board is authorized, without further action by the
shareholders, to provide for the issuance of up to 5,000,000 shares of
Preferred Stock, without par value, from time to time in one or more series
and, with respect to each such series, has the authority to fix the powers
(including voting power), designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof. Currently, no shares of Preferred Stock
are outstanding.

FIRST TENNESSEE COMMON STOCK

The First Tennessee Board is authorized to issue a maximum of 100,000,000
shares of Common Stock, $2.50 par value per share. The holders of the First
Tennessee Common Stock are entitled to receive, ratably, such dividends as may
be declared by the First Tennessee Board from funds legally available therefor.
The holders of the outstanding shares of First Tennessee Common Stock are
entitled to one vote for each such share on all matters presented to
shareholders and are not entitled to cumulate votes for the election of
directors. Upon any dissolution, liquidation or winding up of First Tennessee
resulting in a distribution of assets to the shareholders, the holders of First
Tennessee Common Stock are entitled to receive such assets ratably according to
their respective holdings after payment of all liabilities and obligations and
satisfaction of the liquidation preferences of any shares of Preferred Stock at
the time outstanding. The shares of First Tennessee Common Stock have no
preemptive, redemption, subscription or conversion rights. The shares of First
Tennessee Common Stock will be, when issued in accordance with the Plan, fully
paid and nonassessable. Under First Tennessee's Charter, the First Tennessee
Board is authorized to issue authorized shares of First Tennessee Common Stock
without further action by First Tennessee's shareholders. However, the First
Tennessee Common Stock is traded in the over-the-counter market and is quoted
on the Nasdaq Stock Market's National Market, which requires shareholder
approval of the issuance of additional shares of First Tennessee Common Stock
in certain situations. The Transfer Agent for the First Tennessee Common Stock
is Norwest Bank Minnesota, National Association.

The First Tennessee Board is divided into three classes, which results in
approximately 1/3 of the directors being elected each year. In addition, the
Charter and the Bylaws, among other things, generally give to the First
Tennessee Board the authority to fix the number of directors on the First
Tennessee Board and to remove directors from and fill vacancies on the First
Tennessee Board, other than removal for cause and the filling of vacancies
created thereby which are reserved to shareholders exercising at least a
majority of the voting power of all outstanding voting stock of First
Tennessee. To change these provisions of the Bylaws, other than by action of
the First Tennessee Board, and to amend these provisions of the Charter or to
adopt any provision of the Charter inconsistent with such Bylaw provisions,
would require approval by the holders of at least 80% of the voting power of
all outstanding voting stock. Such classification of the First Tennessee Board
and such other provisions of the Charter and the Bylaws may have a significant
effect on the ability of the shareholders of First Tennessee to change the
composition of an incumbent First Tennessee Board or to benefit from certain
transactions which are opposed by the First Tennessee Board.

- 9 -
<PAGE> 12
SHAREHOLDER PROTECTION RIGHTS PLAN

Each share of First Tennessee Common Stock has, and each share of the
First Tennessee Common Stock issued pursuant to the Plan will have, attached to
it one right (a "Right") issued pursuant to a Shareholder Protection Rights
Agreement dated as of September 7, 1989 (the "Rights Plan"). Each Right
entitles its holder to purchase 1/100th of a share of Participating Preferred
Stock, without par value, for $76.67 (the "Exercise Price"), subject to
adjustment, upon the business day following the earlier of (i) the 10th day
after commencement of a tender or exchange offer which, if consummated, would
result in a person's becoming the beneficial owner of 10% or more of the
outstanding shares of First Tennessee Common Stock (an "Acquiring Person") and
(ii) the first date (the "Flip-in Date") of public announcement that a person
has become an Acquiring Person.

The Rights will expire on the earliest of (i) the Exchange Time (defined
below), (ii) September 18, 1999 and (iii) the date on which the Rights are
redeemed as described below. The First Tennessee Board may, at its option, at
any time prior to the Flip-in Date, redeem all the Rights at a price of $.01
per Right.

If a Flip-in Date occurs, each Right (other than Rights beneficially owned
by the Acquiring Person or its affiliates, associates or transferees, which
Rights will become void), to the extent permitted by applicable law, will
constitute the right to purchase shares of First Tennessee Common Stock or
Participating Preferred Stock having an aggregate market price equal to twice
the Exercise Price for an amount in cash equal to the then-current Exercise
Price. In addition, the First Tennessee Board may, at its option, at any time
after a Flip-in Date and prior to the time that an Acquiring Person becomes the
beneficial owner of more than 50% of the outstanding shares of First Tennessee
Common Stock, elect to exchange the Rights (other than Rights beneficially
owned by the Acquiring Person or its affiliates, associates or transferees) for
shares of First Tennessee Common Stock or Participating Preferred Stock at an
exchange ratio of one share of First Tennessee Common Stock or 1/100th of a
share of Participating Preferred Stock per Right (the "Exchange Time").

First Tennessee may not agree to be acquired by an Acquiring Person
without providing that each Right, upon such acquisition, will constitute the
right to purchase common stock of the Acquiring Person having an aggregate
market price equal to twice the Exercise Price for an amount in cash equal to
the then-current Exercise Price.

The Rights will not prevent a takeover of First Tennessee. The Rights,
however, may have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that acquires 10% or more of the
outstanding First Tennessee Common Stock unless the Rights are first redeemed
by the First Tennessee Board.

SUBORDINATED CAPITAL NOTES DUE 1999

On June 10, 1987, First Tennessee issued $75,000,000 principal amount of
10 3/8% Subordinated Capital Notes Due 1999 (the "Capital Notes"). The Capital
Notes currently constitute Tier 2 capital under the Federal Reserve Board's
risk-based capital guidelines. Pursuant to the Indenture, dated as of June 1,
1987 (the "Indenture"), between First Tennessee and BankAmerica National Trust
Company, formerly Security Pacific National Trust Company (New York), Trustee,
at maturity the Capital Notes are required to be exchanged for Common Stock,
Preferred Stock or certain other eligible capital securities to be issued by
First Tennessee ("Capital Securities") having a market value equal to the
principal amount of the Capital Notes, except to the extent that First
Tennessee, at its option, shall elect to pay in cash such principal amount from
amounts representing proceeds of other issuances of Capital Securities
designated for such use.

EXPERTS

The consolidated financial statements of First Tennessee and its
subsidiaries incorporated in this Prospectus by reference from First
Tennessee's Annual Report on Form 10-K for the year ended December 31, 1994
have been audited by Arthur Andersen LLP, independent public accountants, as
stated in their report

- 10 -
<PAGE> 13
dated January 17, 1995, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares of First Tennessee common Stock to be issued
pursuant to the Plan has been passed upon by Clyde A. Billings, Jr., Vice
President and Counsel, First Tennessee National Corporation. Mr. Billings
beneficially owns approximately 10,800 shares of First Tennessee Common Stock.

Baker, Donelson, Bearman & Caldwell, a Professional Corporation, has
rendered an opinion, summarized above in No. 23. Attorneys in the firm
beneficially own approximately 28,000 shares of First Tennessee Common Stock.

INDEMNIFICATION

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. First Tennessee has adopted the provisions of the Tennessee
statute pursuant to Article XXVIII of its Bylaws. Also, First Tennessee has a
"Directors' and Officers' Liability Insurance Policy" which provides coverage
sufficiently broad to permit indemnification under certain circumstances for
liabilities (including 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. First Tennessee has adopted
the provisions of the statute in Article 13 of its charter.

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

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers or
persons controlling First Tennessee pursuant to the foregoing provisions,
First Tennessee has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

- 11 -
<PAGE> 14
===============================================================================
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering made by this Prospectus, and if given or made, such
information or representations must not be relied upon. This Prospectus does
not constitute an offering of any securities other than those to which it
relates, or an offering of those to which it relates to any person in any
jurisdiction in which such offering may not lawfully be made. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of First Tennessee National Corporation since the date hereof.

Available Information . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
First Tennessee National Corporation . . . . . . . . . . . . . . . 2
The Dividend Reinvestment and Stock Purchase
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Description of First Tennessee Capital Stock . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 11

================================================================================

FIRST TENNESSEE
NATIONAL CORPORATION

DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN

COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

PROSPECTUS

MAY 1, 1995

================================================================================
<PAGE> 15
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

<TABLE>
<S> <C>
Registration fee to the SEC . . . . . . . . . . . . . $ 4,390
Blue Sky Fee and Expenses . . . . . . . . . . . . . . 750
Printing expense . . . . . . . . . . . . . . . . . . . 10,000
Accounting fees and expenses . . . . . . . . . . . . . 5,250
Legal fees and expenses . . . . . . . . . . . . . . . 3,750
Miscellaneous expenses . . . . . . . . . . . . . . . . 860
------
Total . . . . . . . . . . . . . . . . . . . . . . . . $25,000
======
</TABLE>

All amounts except SEC Registation Fee are estimates.

Item 15. Indemnification of Directors and Officers

Item 16. Exhibits

<TABLE>
<CAPTION>
Exhibits
Number Description
------ -----------
<S> <C>
3(i) Restated Charter of First Tennessee, as amended, attached as
Exhibit 3(i) to First Tennessee's registration statement on
Form S-4 (No. 33-53331) filed April 28, 1994, and incorporated
herein by reference.

3(ii) Bylaws of First Tennessee, as amended, attached as Exhibit
3(ii) to First Tennessee's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by
reference.

4(a) Form of Common Stock Certificate, incorporated herein by
reference to exhibit 4(a) to First Tennessee's registration
statement on Form S-4 (No. 33-51223) filed November 30, 1993.
</TABLE>
<PAGE> 16
<TABLE>
<S> <C>
4(b) Shareholder Protection Rights Agreement, dated as of
September 7, 1989, between First Tennessee and FTB as Rights
Agent, incorporated by reference to First Tennessee's
Registration Statement on Form 8-A, filed September 8, 1989

4(c) Indenture, dated as of June 1, 1987, between First Tennessee
and Security Pacific National Trust Company (New York),
Trustee incorporated by reference to First Tennessee's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991

4(d) First Tennessee and certain of its consolidated subsidiaries
have outstanding certain long-term debt. See Note 12 in First
Tennessee's 1994 Annual Report to Shareholders. None of such
debt exceeds 10% of the total assets of First Tennessee and
its consolidated subsidiaries. Thus, copies of constituent
instruments defining the rights of holders of such debt are
not required to be included as exhibits. First Tennessee
agrees to furnish copies of such instruments to the SEC upon
request.

5 Opinion Regarding Legality

8 Opinion Regarding Tax Matters filed as an Exhibit to
Registrant's Registration Statement on Form S-3, No. 33-8029,
and incorporated herein by reference.

23(a) Consent of Arthur Andersen LLP.

23(b) Consent of Ernst & Young LLP.

23(c) Consent of Baker, Donelson, Bearman & Caldwell

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

24 Powers of Attorney.
</TABLE>

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales of the
securities 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 any facts or events arising after the effective
date (or most recent post-effective amendment) which,
individually, or in the aggregate, represent 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 or any material
change to such information set forth 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, Form S-8, and the
information required [or] 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 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.
<PAGE> 17
(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) 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 for 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(c) 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.
<PAGE> 18
SIGNATURES

Pursuant to the requirement 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-3 and has duly caused its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on April 28, 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
dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
---------------------------------- --------------------------------------------------- -----------------
<S> <C> <C>
* Chief Executive Officer (principal executive April 28, 1995
---------------------------------- officer) and a Director
Ralph Horn

* Senior Vice President and Chief Financial Officer April 28, 1995
---------------------------------- (principal financial officer)
Elbert L. Thomas, Jr.

* Senior Vice President and Controller (principal April 28, 1995
---------------------------------- accounting officer)
James F. Keen

* Director April 28, 1995
----------------------------------
Jack A. Belz

* Director April 28, 1995
----------------------------------
Robert C. Blattberg

* Director April 28, 1995
----------------------------------
J. R. Hyde, III

* Director April 28, 1995
----------------------------------
R. Brad Martin

* Director April 28, 1995
----------------------------------
Joseph Orgill, III

* Director April 28, 1995
----------------------------------
Richard E. Ray

* Director April 28, 1995
----------------------------------
Vicki G. Roman

* Director April 28, 1995
----------------------------------
Michael D. Rose

* Director April 28, 1995
----------------------------------
William B. Sansom

* Director April 28, 1995
----------------------------------
Gordon P. Street, Jr.

* Director April 28, 1995
----------------------------------
Ronald Terry
</TABLE>
<PAGE> 19
*By: Clyde A. Billings, Jr.
----------------------------- April 28, 1995
Clyde A. Billings, Jr.
As Attorney-in-Fact

[The Power of Attorney is included herein as Exhibit 24.]
<PAGE> 20
Exhibit Index to Registration Statement on Form S-3

<TABLE>
<CAPTION>
Exhibits Sequential
Number Description Page Number
------ ----------- -----------
<S> <C>
3(i) Restated Charter of First Tennessee, as amended, attached as
Exhibit 3(i) to First Tennessee's registration statement on
Form S-4 (No. 33-53331) filed April 28, 1994, and incorporated
herein by reference.

3(ii) Bylaws of First Tennessee, as amended, attached as Exhibit
3(ii) to First Tennessee's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by
reference.

4(a) Form of Common Stock Certificate, incorporated herein by
reference to exhibit 4(a) to First Tennessee's registration
statement on Form S-4 (No. 33-51223) filed November 30, 1993.

4(b) Shareholder Protection Rights Agreement, dated as of
September 7, 1989, between First Tennessee and FTB as Rights
Agent, incorporated by reference to First Tennessee's
Registration Statement on Form 8-A, filed September 8, 1989

4(d) First Tennessee and certain of its consolidated subsidiaries
have outstanding certain long-term debt. See Note 12 in
First Tennessee's 1994 Annual Report to Shareholders. None of
such debt exceeds 10% of the total assets of First Tennessee
and its consolidated subsidiaries. Thus, copies of
constituent instruments defining the rights of holders of
such debt are not required to be included as exhibits. First
Tennessee agrees to furnish copies of such instruments to the
SEC upon request.

5 Opinion Regarding Legality

8 Opinion Regarding Tax Matters filed as an Exhibit to
Registrant's Registration Statement on Form S-3, No. 33-8029,
and incorporated herein by reference.

23(a) Consent of Arthur Andersen LLP.

23(b) Consent of Ernst & Young LLP.

23(c) Consent of Baker, Donelson, Bearman & Caldwell

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

24 Powers of Attorney.
</TABLE>

<PAGE> 1
Exhibit 5

Clyde A. Billings, Jr.
Vice President and Legal Counsel
First Tennessee National Corporation
P.O. Box 84
Memphis, Tennessee 38101
(901)523-5679
Cable FIRBANK

May 1, 1995

Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, Tennessee 38103

Gentlemen:

I have acted as counsel to First Tennessee National Corporation, a
Tennessee corporation (the "Company"), in connection with the registration on
Form S-3, Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of 300,000 shares (the
"Securities") of Common Stock, par value $2.50 per share, of the Company, and
associated stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement dated as of September 7, 1989 (the
"Rights Agreement") between the Company and First Tennessee Bank National
Association, as Rights Agent (the "Rights Agent"). The Securities are to be
issued pursuant to the First Tennessee National Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). I have examined the
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, certificates and other documents, and such questions of
law, as I have considered necessary or appropriate the purposes of this
opinion.

Upon the basis of such examination, it is my opinion that:

1. When the Securities have been duly issued pursuant to the
terms of the Plan, the Securities will be validly issued,
fully paid and non-assessable.

2. When the Securities have been validly issued, the rights
attributable to the Securities will be validly issued.

In connection with my opinion set forth in paragraph (2) above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts
and circumstances existing at that time and, accordingly, is beyond the scope
of such opinion.

The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.

In rendering the foregoing opinion, I have relied to the extent I deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by me to be responsible.
<PAGE> 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me in the Prospectus that is a
part of the Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,

Clyde A. Billings, Jr.

<PAGE> 1
Exhibit 23 (a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
January 17, 1995, incorporated by reference in First Tennessee National
Corporation's Form 10-K for the year ended December 31, 1994, and to all
references to our firm included in this registration statement.

Arthur Andersen LLP

Memphis, Tennessee
April 28, 1995

<PAGE> 1
Exhibit 23(b)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-3) and related Prospectus of First Tennessee National Corporation for
the registration of 300,000 shares of its common stock of our report dated
March 19, 1993, with respect to the consolidated financial statements of
Maryland National Mortgage Corporation for the year ended December 31, 1992,
included in Form 8-K, dated October 1, 1993, of First Tennessee National
Corporation, filed with the Securities and Exchange Commission.

Ernst & Young LLP

Baltimore, Maryland
April 28, 1995

<PAGE> 1
Exhibit 23(c)

CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL

We hereby consent to the incorporation by reference of our opinion contained in
Registrant's Registration Statement on Form S-3, No. 33-8029 and to the
reference to us in the Prospectus that is a part of this Registration Statement
on Form S-3. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.

BAKER, DONELSON, BEARMAN & CALDWELL

April 28, 1995

<PAGE> 1
Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES
F. KEEN, CLYDE A. BILLINGS, JR., and TERESA A. FEHRMAN jointly and each of them
severally, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute and sign the
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, by First
Tennessee National Corporation ("Corporation") relating to the issuance of
300,000 shares of its Common Stock, par value $2.50 per share, pursuant to the
First Tennessee National Corporation Dividend Reinvestment and Stock Purchase
Plan, and, further, to execute and sign any and all pre-effective and
post-effective amendments thereto and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, or their or his or her substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming
all the acts that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereto.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Ralph Horn Chief Executive Officer (principal April 28, 1995
- --------------------------------- executive officer) and a Director
Ralph Horn

Elbert L. Thomas, Jr. Senior Vice President and April 28, 1995
- --------------------------------- Chief Financial Officer (principal
Elbert L. Thomas, Jr. financial officer)

James F. Keen Senior Vice President and April 28, 1995
- --------------------------------- Controller (principal
James F. Keen accounting officer)

Jack A. Belz Director April 28, 1995
- ---------------------------------
Jack A. Belz

Robert C. Blattberg Director April 28, 1995
- ---------------------------------
Robert C. Blattberg

J. R. Hyde, III Director April 28, 1995
- ---------------------------------
J. R. Hyde, III

R. Brad Martin Director April 28, 1995
- ---------------------------------
R. Brad Martin

Joseph Orgill Director April 28, 1995
- ---------------------------------
Joseph Orgill, III
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
Richard E. Ray Director April 28, 1995
- --------------------------------
Richard E. Ray

Vicki G. Roman Director April 28, 1995
- --------------------------------
Vicki G. Roman

Michael D. Rose Director April 28, 1995
- --------------------------------
Michael D. Rose

William B. Sansom Director April 28, 1995
- --------------------------------
William B. Sansom

Gordon P. Street, Jr. Director April 28, 1995
- --------------------------------
Gordon P. Street

Ronald Terry Director April 28, 1995
- --------------------------------
Ronald Terry
</TABLE>