8-K

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  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)    March 20, 2001
                                                         -----------------


                        NATIONAL COMMERCE BANCORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)


          Tennessee                    0-6094                    62-0784645
- ------------------------------       -----------             ------------------
(State or other jurisdiction         (Commission              (I.R.S. Employer
     of incorporation)               File Number)            Identification No.)


                 One Commerce Square, Memphis, Tennessee  38150
                 ---------------------------------------  -----
              (Address of principal executive offices)  (Zip Code)


      Registrant's telephone number, including area code    (901) 523-3371
                                                         -----------------


                                 Not Applicable
                                 --------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)


                   INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.  Changes in the Registrant's Certifying Accountant.

     Ernst & Young LLP ("Ernst & Young") is currently the independent auditors
for the Registrant. On March 20, 2001, management of the Registrant notified
Ernst & Young that their appointment as independent auditors will be terminated
effective upon the issuance of Ernst & Young's reports on the consolidated
financial statements of the Registrant and subsidiaries for the year ended
December 31, 2000. KPMG LLP ("KPMG") will be engaged as independent auditors
effective upon Ernst & Young's termination. The decision to change auditors was
recommended by the audit committee of the board of directors and approved by the
board of directors.

     The Registrant's dismissal of Ernst & Young and appointment of KPMG is
attributable to (i) KPMG's long-standing relationship with CCB Financial
Corporation, who merged with the Registrant in a merger-of-equals transaction on
July 5, 2000, and (ii) the fact that KPMG's proposed fee for audit services was
significantly less than Ernst & Young's proposed fee. KPMG had served as CCB's
independent auditor for many years, and CCB's former Chief Financial Officer,
Sheldon M. Fox, currently serves as the Registrant's Chief Financial Officer. In
addition, following the merger and related integration of operations, members of
the former CCB accounting staff make up a large portion of the Registrant's
current accounting department. In light of these ongoing independent
auditor/client relationships between KPMG and the Registrant's accounting
personnel and the anticipated fee savings, the Registrant believes it is in its
best interests and the best interests of its shareholders to select KPMG as its
independent auditors.

     Neither of Ernst & Young's reports on the Registrant's financial statements
for fiscal years 2000 and 1999 contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit scope, or
accounting principles. There were no "disagreements" (as such term is defined in
Item 304(a)(v) of Regulation S-K) with Ernst & Young at any time during the
Registrant's two most recent fiscal years or thereafter regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure that, if not resolved to the satisfaction of Ernst & Young,
would have caused it to make reference to the subject matter of the disagreement
in connection with its report. In addition, during the same period, no
"reportable events" (as such term is defined in Item 304(a)(v) of Regulation
S-K) arose in the context of the Registrant's relationship with Ernst & Young.

     In February 2001, at the suggestion of Ernst & Young, the Registrant
consulted KPMG and another national accounting firm with respect to the
accounting treatment of certain interest rate swap transactions entered into by
the Registrant in the first and second quarters of 2000. KPMG was consulted
regarding the appropriate application of generally accepted accounting
principles to the interest rate swap agreements. KPMG orally advised the
Registrant that the interest rate swap agreements did not qualify as a hedge of
debt instruments under SFAS No. 133. Therefore, changes in the fair value of the
interest rate swap agreements should be recognized into earnings. Ernst & Young
considered the same issue in connection with its audit of the 2000 financial
statements and had previously concluded the unrealized losses on the subject
transactions were properly reportable as losses on swap transactions in the
consolidated statements of income.

                                       2


Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits.

     The following exhibits are filed pursuant to Item 601 of Regulation S-K:

Exhibit
Number                Description
- ------                -----------
 16.1         Letter from Ernst & Young LLP re: change in independent
              auditors.

                                       3


                                   SIGNATURE


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

                                        NATIONAL COMMERCE BANCORPORATION


Date: March 26, 2001                    By:  /s/ Charles A. Neale
                                            ----------------------------
                                            Charles A. Neale
                                            Senior Vice-President and
                                            General Counsel

                                       4

EX-16.1

                                                        Exhibit 16.1 to Form 8-K


March 23, 2001



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

Gentlemen:

We have read Item 4 of Form 8-K dated March 20, 2001, of National Commerce
Bancorporation and are in agreement with the statements contained in paragraphs
one, three and four on page two therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.

                                    /s/ Ernst & Young LLP