SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                    National Commerce Financial Corporation
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            (Exact name of registrant as specified in its charter)

                Tennessee                                     62-0784645
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   (State of incorporation or organization)               (I.R.S. Employer
                                                          Identification No.)
            One Commerce Square
            Memphis, Tennessee                                   38150
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    (Address of principal executive offices)                   (zip code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. [X}

If this form relates to the registration of a class of securities pursuant to
Section 12 (g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:

- --------------
(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:  N/A

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of Each Class                  Name of Each Exchange on Which
         To Be So Registered                  Each Class Is To Be Registered
         -------------------                  ------------------------------

  Common Stock, par value $2.00 per share      New York Stock Exchange, Inc.


Item 1.  Description of Our Common Stock

     This description of the common stock of National Commerce Financial
Corporation is a summary of all the material features and characteristics of our
common stock.  For a complete description of our common stock, we refer you to
the applicable provisions of federal law governing bank holding companies,
Tennessee law and our charter and bylaws.  In this registration statement, terms
such as "we," "us" and "our" refer to National Commerce Financial Corporation,
which may also be referred to from time to time as "NCFC."

Common Stock

     We are authorized to issue up to 400,000,000 shares of our common stock,
par value $2.00 per share.

     Voting and Other Rights. The holders of our common stock are entitled to
one vote per share, and in general, a majority of votes cast with respect to a
matter will be sufficient to authorize action upon routine matters. Our charter
does not provide for cumulative voting.  Directors are to be elected by a
plurality of the votes cast, and our shareholders do not have the right to
cumulate their votes in the election of directors.  Accordingly, holders of less
than a majority of our outstanding common stock are unable to achieve
representation on our board of directors solely by means of voting their own
shares.

     No Preemptive or Conversion Rights.  Our common stock does not entitle its
holders to any preemptive rights, redemption privileges, sinking fund privileges
or conversion rights.

     Assets Upon Dissolution. In the event of liquidation, holders of our common
stock would be entitled to receive proportionately any assets legally available
for distribution to our shareholders with respect to shares held by them,
subject to any prior rights of any preferred stock then outstanding.

     Distributions.  Our shareholders are entitled to receive the dividends or
distributions that our board of directors may declare out of funds legally
available for these payments. Our payment of distributions is subject to the
restrictions of Tennessee


law applicable to the declaration of distributions by a corporation. A
corporation generally may not authorize and make distributions if, after giving
effect to the distribution, it would be unable to meet its debts as they become
due in the usual course of business or if the corporation's total assets would
be less than the sum of its total liabilities plus, unless the corporation's
charter provides otherwise, the amount that would be needed, if it were to be
dissolved at the time of distribution, to satisfy the preferential rights upon
dissolution of shareholders whose preferential rights are superior to the rights
of those receiving the distribution. In addition, the payment of distributions
to shareholders is subject to any prior rights of outstanding preferred stock.
See "Preferred Stock" below.

     As a bank holding company, our ability to pay distributions will be
affected by the ability of our banking and other subsidiaries to pay dividends.
The ability of these banking subsidiaries, as well as of NCFC, to pay dividends
in the future currently is, and could be further, influenced by bank regulatory
requirements and capital guidelines.

     Restrictions on Ownership. The Bank Holding Company Act requires any "bank
holding company" (as defined in the Bank Holding Company Act) to obtain the
approval of the Federal Reserve Board prior to the acquisition of 5% or more of
our common stock. Any person, other than a bank holding company, is required to
obtain prior approval of the Federal Reserve Board to acquire 10% or more of our
common stock under the Change in Bank Control Act. Any holder of 25% or more of
our common stock (or a holder of 5% or more if such holder otherwise exercises a
"controlling influence" over NCFC) is subject to regulation as a bank holding
company under the Bank Holding Company Act.

Preferred Stock

     Our charter authorizes the issuance of 5,000,000 shares of preferred stock,
no par value per share. As of the date of this document, no shares of preferred
stock were outstanding. Our board is authorized to issue preferred stock in one
or more series, to fix the number of shares in each such series, and to
determine the designations and preferences, limitations and relative rights, of
each series. Our board may determine the number of shares constituting such
series and the designation of any such series, dividend rates, terms of
redemption, liquidation preferences, sinking fund requirements, conversion
rights, voting rights, and whether the preferred stock can be issued as a share
dividend with respect to another class or series of shares, all without any vote
or other action on the part of shareholders.

Other Provisions Affecting Our Common Stock

     Our charter and bylaws provide for our board to consist of at least three
and no more than 25 directors.  The exact number is fixed by resolution of our
board. The number of directors is currently fixed at 20. Our charter and bylaws
provide that the board is divided into three classes of directors as nearly
equal in number as possible, with each class being elected to a staggered three-
year term.


     Our bylaws authorize our board of directors or our shareholders to appoint
new directors to fill vacancies arising by reason of death, resignation or
removal or resulting from an increase by the board in the maximum number of
directors. Our charter and bylaws provide that any or all of the directors may
be removed from office at any time with or without cause, but only by the
affirmative vote of at least two-thirds of the entire board. Neither our charter
nor our bylaws contain specific provisions restricting or conditioning
nominations of directors.

     Our charter requires an affirmative vote by at least two-thirds of the
shares entitled to vote to alter or amend the provisions of the charter relating
to directors or to a change in control unless our board of directors, by at
least a two-thirds majority, submits the proposed amendment to a vote of
shareholders, in which circumstance a vote of by shareholders holding a majority
of the outstanding shares of our common stock is needed for approval.

     Section 48-20-201 of the Tennessee Business Corporation Act ("TBCA")
provides that a corporation's board of directors may amend or repeal the
corporation's bylaws unless:

 .    the charter reserves this power exclusively to the shareholders in whole or
     in part; or

 .    the shareholders in amending or repealing a particular bylaw provide
     expressly that the board of directors may not amend or repeal that bylaw.

A corporation's shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended or repealed by its board of directors.

Our bylaws may be amended or repealed by a vote of a majority of the entire
board.

Change of Control/Business Combination Provisions

     The TBCA contains business combination statutes that protect domestic
corporations from hostile takeovers, and from actions following such a takeover,
by prohibiting some transactions once an acquiror has gained a significant
holding in the corporation.

Business Combination Act

     The Tennessee Business Combination Act generally provides that a Tennessee
corporation may not engage in a business combination with an "interested
shareholder" for a period of five years after the point in time when a
shareholder becomes an interested shareholder unless (i) the business
combination, or the transaction by which the shareholder became an interested
shareholder, is approved by the corporation's board of directors prior to the
date that the shareholder became an interested shareholder or (ii) the
transaction is exempt from the law.  If neither of the foregoing conditions is
met, the business combination may only take place after the fifth anniversary of
the date the


shareholder became an interested shareholder and additionally must either (1)
satisfy defined fairness requirements, or (2) be approved by the affirmative
vote of two-thirds of a corporation's voting shares not owned by the interested
shareholder.

     A corporation may enact a charter amendment or bylaw to remove itself
entirely from the Tennessee Business Combination Act.  We have not adopted a
provision in our charter or bylaws removing NCFC from coverage under the
Tennessee Business Combination Act and, therefore, remain subject to such act.

Control Share Acquisitions

     The Tennessee Control Share Acquisition Act generally provides that, except
as stated below, "control shares" will not have any voting rights.  Control
shares are shares acquired by a person under certain circumstances which, when
added to other shares owned, would give such person effective control over one-
fifth, one-third or a majority of all voting power in the election of the
corporation's directors.  However, voting rights will be restored to control
shares by resolution approved by the affirmative vote of the holders of a
majority of the corporation's voting stock, other than shares held by the owner
of the control shares, officers of the corporation, and directors of the
corporation.  If voting rights are granted to control shares which give the
holder a majority of all voting power in the election of the corporation's
directors, then the corporation's other shareholders may require the corporation
to redeem their shares at fair value.  The Tennessee Control Share Acquisition
Act is not applicable to NCFC because our charter does not contain a specific
provision "opting in" to the Control Share Acquisition Act.

Investor Protection Act

  The Tennessee Investor Protection Act (the "TIPA") provides that unless a
Tennessee corporation's board of directors has recommended a takeover offer to
shareholders, no offeror beneficially owning 5% or more of any class of equity
securities of the offeree company, any of which was purchased within the
preceding year, may make a tender offer for a class of equity security of the
offeree company if after completion the offeror would be a beneficial owner of
more than 10% of any class of outstanding equity securities of the company
unless the offeror, before making such purchase:

 .    makes a public announcement of his or her intention with respect to
     changing or influencing the management or control of the offeree company;

 .    makes a full, fair and effective disclosure of such intention to the person
     from whom he or she intends to acquire such securities; and

 .    files with the Tennessee Commissioner of Commerce and Insurance and the
     offeree company a statement signifying such intention and containing such
     additional information as may be prescribed by the Commissioner.

The offeror must provide that any equity securities of an offeree company
deposited or tendered pursuant to a takeover offer may be withdrawn by an
offeree at any time within


seven days from the date the offer has become effective or after 60 days from
the date the offer has become effective. If the takeover offer is for less than
all the outstanding equity securities of any class, such an offer must accept
securities pro rata if the number of securities tendered is greater than the
number the offeror has offered to accept and pay for. If such an offeror varies
the terms of the takeover offer before its expiration date by increasing the
consideration offered to offerees, the offeror must pay the increased
consideration for all equity securities accepted, whether accepted before or
after the variation in the terms of the offer.

     In addition to the above provisions of Tennessee law, our organizational
documents also contain provisions regulating business combinations with persons
who own a specified portion of our stock.  Our charter includes specific
provisions with respect to mergers and other business combinations.  In general,
a business combination requires the affirmative vote of the holders of at least
two-thirds of the outstanding shares of each class of our capital voting stock,
unless the business combination:

     (1)  is not with or does not involve any interested shareholder or an
          affiliate of an interested shareholder and the conditions set forth in
          (2)(a) below are met, in which event the business combination will
          require only such affirmative vote as is required by law and our
          charter, or

     (2)  is with or does involve an interested shareholder or an affiliate of
          an interested shareholder and the following conditions set forth in
          (a), (b) and (c) are met, in which event the business combination will
          require only such affirmative vote as is required by law and our
          charter:

          (a) if the business combination has been approved by at least two-
              thirds of our entire board at any time prior to the consummation
              of the business combination;

          (b) the aggregate amount of the cash and the fair market value as of
              the date of the consummation of the business combination of
              consideration other than cash to be received per share by holders
              of our outstanding capital voting stock in that business
              combination will be at least equal to the minimum price per share;
              and

          (c) the consideration to be received by holders of a particular class
              of outstanding voting stock will be in cash or in the same form as
              the interested shareholder has previously paid for shares of such
              class of voting stock.

If the interested shareholder has paid for shares of any class of voting stock
with varying forms of consideration, the form of consideration for that class of
voting stock will be either cash or the form used to acquire the largest number
of shares of the class of voting stock previously acquired by it, which we call
the "fair price provisions." The fair price provisions are designed to
discourage attempts to take over NCFC by utilizing two-tier


pricing tactics or by acquiring less than all of our outstanding shares. Due to
the difficulties of complying with the requirements of the fair price
provisions, the fair price provisions generally may discourage attempts to
acquire control of NCFC. As a result, holders of our common stock may be
deprived of an opportunity to sell their shares at a premium above the market
price.

     In addition, the fair price provisions would give veto power to the holders
of a minority of our common stock with respect to certain business combinations
that are opposed by more than one-third of the our board of directors and that
do not meet the fair price provisions, but that a majority of shareholders
believe to be desirable and beneficial.  Moreover, in any such business
combination not receiving the requisite approval of our shareholders or of
directors, the minimum price provisions of the fair price provisions, while
providing objective pricing criteria, could be arbitrary and not indicative of
value.

     Under TBCA Section 48-17-102, the board of directors, any person authorized
by the charter or bylaws, or, unless the charter provides otherwise, the holder
of at least 10% of the votes entitled to be cast may call a special meeting of
shareholders. Our bylaws provide that a special meeting of our shareholders may
be called by the Chairman of the Board, the board of directors, or upon the
written request of the holders of not less than 10% of the votes entitled to be
cast of our common stock.

     Generally, the TBCA requires the approval of a majority of all votes
entitled to be cast to approve a merger.  Our charter requires the affirmative
vote of at least two-thirds of the outstanding shares of each class of voting
stock to approve any business combination that fits within its parameters.


Item 2.  Exhibits.

       3.1  Articles of Amendment to the Charter of Registrant are incorporated
            by reference from Exhibit 3.1 to the Registrant's Form S-3/A filed
            on July 9, 2001 (File No. 0-6094).

       3.2  Charter of Registrant is incorporated by reference from Exhibit 3.1
            to the Registrant's Form 8-K dated July 11, 2000.

       3.3  Bylaws of Registrant as amended are incorporated by reference from
            Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1995.


                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                        National Commerce Financial Corporation



Date:   July 18, 2001                   /s/ Ernest C. Roessler
                                        ---------------------------------------
                                        Ernest C. Roessler
                                        Chief Executive Officer