Exhibit 16.1 to Form 8-K/A


June 11, 2001



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

Gentlemen:

We have read Item 4 of Form 8-K/A dated June 11, 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