UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                            SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.  )
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:                  
 
[_] Preliminary Proxy Statement            [_] Confidential, for Use of the
                                               Commission Only (as permitted by
[_] Definitive Proxy Statement                 Rule 14a-6(e)(2))
 
[X] Definitive Additional Materials
 
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
 
 
                       NATIONAL COMMERCE BANCORPORATION
    ------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
 
 
Payment of Filing Fee (Check the appropriate box):
 
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        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
 
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[_] Fee paid previously with preliminary materials.
 
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
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Notes:



 

                       NATIONAL COMMERCE BANCORPORATION
                              ONE COMMERCE SQUARE
                           MEMPHIS, TENNESSEE 38150
     
                                April 11, 1998
 
Dear Stockholder:
 
  You have previously received a Notice of Annual Meeting of Shareholders and
Proxy Statement dated March 30, 1998 together with a Proxy relating to (i) the
election of four nominees as directors of the Company, (ii) ratification of
the appointment of Ernst & Young LLP as auditors of the Company for 1998 and
(iii) the transaction of any and all other business as may properly come
before the meeting or any adjournment thereof (the "Original Proxy").
Subsequent to mailing the Notice of Annual Meeting of Shareholders and Proxy
Statement, the Board of Directors determined it to be appropriate, subject to
shareholder approval, to amend the Company's Charter to authorize an increase
in the number of authorized shares of Common Stock, par value $2.00 per share,
to 175,000,000.
      
  Enclosed herewith is a Supplement to Notice of Annual Meeting of
Shareholders and Proxy Statement and a Supplemental Proxy relating to the
proposal to amend the Company's Charter and increase the authorized number of
shares of Common Stock thereunder from 75,000,000 to 175,000,000.
 
  Please note that votes cast pursuant to the Original Proxy WILL NOT count
with respect to the approval of the proposal to amend the Company's Charter
and increase the authorized number of shares of Common Stock. Similarly, votes
cast pursuant to the Supplemental Proxy WILL NOT count with respect to the
election of directors, ratification of the appointment of Ernst & Young LLP
and the matters identified in clause (iii) above.
 
  WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE 1998 ANNUAL MEETING, YOU ARE
URGED TO COMPLETE AND SIGN BOTH THE ORIGINAL PROXY AND THE ENCLOSED
SUPPLEMENTAL PROXY AND TO RETURN PROMPTLY BOTH THE ORIGINAL PROXY AND THE
SUPPLEMENTAL PROXY IN THE ENVELOPES PROVIDED WHICH REQUIRE NO POSTAGE IF
MAILED IN THE UNITED STATES.
 
                                          Gus B. Denton
                                          Secretary

 
 
                       NATIONAL COMMERCE BANCORPORATION
                              ONE COMMERCE SQUARE
                           MEMPHIS, TENNESSEE 38150
 
                               ----------------
 
            SUPPLEMENT TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                              AND PROXY STATEMENT
 
                               ----------------
 
                        ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD APRIL 22, 1998
                        AT 10:00 A.M. LOCAL TIME IN THE
                    AUDITORIUM AT NATIONAL BANK OF COMMERCE
                        CONCOURSE LEVEL, COMMERCE TOWER
                              ONE COMMERCE SQUARE
                           MEMPHIS, TENNESSEE 38150
 
                               ----------------
 
                                    GENERAL
 
PURPOSES OF SUPPLEMENTAL SOLICITATION
     
  As previously noticed pursuant to the Notice of Annual Meeting of
Shareholders and Proxy Statement dated March 30, 1998 and mailed on or about
March 30, 1998, the Annual Meeting of the Shareholders of National Commerce
Bancorporation (the "Company" or "NCBC") will be held on April 22, 1998 for
the purposes set forth in the Notice of Annual Meeting of Shareholders and
Proxy Statement and this Supplement to Notice and Proxy Statement. The
accompanying Supplemental Proxy is solicited on behalf of the Board of
Directors of the Company in connection with such meeting and any adjournments
thereof with respect to an additional matter which the Board of Directors has
determined to submit to the Company's shareholders for consideration. This
Supplement to Notice and Proxy Statement and the enclosed Supplemental Proxy
are being first mailed to the Company's shareholders on or about April 11,
1998.     
 
OUTSTANDING VOTING SECURITIES AND PERSONS ENTITLED TO VOTE
 
  Only shareholders of record as of the close of business on March 6, 1998
will be entitled to receive notice of and to vote at the 1998 Annual Meeting.
As of that date, the Company had outstanding 49,137,390 shares of Common
Stock, each share being entitled to one vote. Appraisal rights for dissenting
shareholders are not applicable to the matter being proposed by this
Supplement to Notice and Proxy Statement. Notwithstanding anything to the
contrary set forth in the Notice of Annual Meeting of Shareholders and Proxy
Statement, for purposes of the proposal to amend the Company's Charter set
forth in this Supplement to Notice and Proxy Statement, any shares which a
broker indicates that it does not have discretionary authority to vote will be
considered as present and entitled to vote with respect to the proposal to
amend the Company's Charter discussed herein.
 
            INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
 
  Subsequent to mailing the Notice of Annual Meeting of Shareholders and Proxy
Statement, the Board of Directors determined it to be appropriate, subject to
shareholder approval, to amend the Company's Charter to authorize an increase
in the number of authorized shares of Common Stock, par value $2.00 per share,
to 175,000,000. The Company's Charter currently authorizes the issuance of
75,000,000 shares of Common Stock. As of March 6, 1998, the record date for
the 1998 Annual Meeting, 49,137,390 shares of Common Stock were outstanding,
4,100,000 shares were reserved for issuance under the Company's 1994 Stock
Plan and 1,350,000 shares were reserved for issuance under the Company's 1990
Stock Plan.

 
 
  The Board of Directors has proposed the authorization of an additional
100,000,000 shares of Common Stock. If the Amendment to the Company's Charter
is approved by the shareholders, the Board of Directors presently intends to
declare a two-for-one stock-split to be effected in the form of a stock
dividend. The Board of Directors expects to declare such split immediately
following shareholder approval of the proposal to amend the Charter, provided
that the Board of Directors deems such split to be desirable and in the best
interests of the shareholders at that time. If declared, such split will
require the use of approximately 50,000,000 shares of the newly authorized
Common Stock shares. The remaining newly authorized shares of Common Stock
will be held for a variety of corporate purposes including financing of
acquisitions and other programs to facilitate expansion and growth, effecting
stock splits or dividends and issuing shares under the Company's stock
incentive and stock option plans. Currently, there are no plans for use of any
of the additional authorized shares except as set forth above. If this
proposal is not approved and the need arises in the future to issue additional
Common Stock, there may not be sufficient time to call a shareholders' meeting
to approve an amendment to the Company's Charter.
 
  Authorized but unissued shares may be issued at such time or times, to such
person or persons and for such consideration as the Board of Directors
determines to be in the best interests of the Company, without further
authorization from the shareholders except as may be required by the rules of
the Nasdaq National Market or any stock exchange on which the Common Stock is
listed. The additional authorized shares could be issued by the Board of
Directors without shareholder approval for anti-takeover purposes. However,
the Board of Directors presently has no intention of issuing any shares of
Common Stock for such purposes. The authorization of additional shares of
Common Stock will not, by itself, have any effect on the rights of holders of
existing shares. Depending on the circumstances, issuances of additional
shares of Common Stock could affect the existing holders of shares of Common
Stock by diluting the voting power of the outstanding shares. The shareholders
do not have pre-emptive rights to purchase additional shares of Common Stock
nor will they as a result of this proposal.
 
  The Board of Directors has adopted a resolution authorizing the amendment of
the Charter to increase the authorized shares of Common Stock and directing
that the amendment be submitted to the shareholders for their consideration.
This proposal and the amendment of the Charter will be approved in the event
that the votes cast in favor of the proposal exceed the votes cast opposing
the proposal. The total number of votes cast "for" this proposal (or for which
a completed supplemental proxy is returned in which no direction is indicated)
will be counted for purposes of determining whether sufficient affirmative
votes have been cast.
 
  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL TO AMEND THE
COMPANY'S CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
TO 175,000,000.
 
                VOTING OF SUPPLEMENTAL PROXIES AND REVOCABILITY
 
  When the enclosed Supplemental Proxy is properly executed and returned to
the Board of Directors, the shares represented by the Supplemental Proxy will
be voted as directed by the shareholder executing the Supplemental Proxy
unless it is revoked. If no directions are given on the Supplemental Proxy
with respect to any particular matter to be acted upon, the shares represented
by the Supplemental Proxy will be voted in favor of such matter. Any
shareholder giving a Supplemental Proxy may revoke it at any time before it is
voted. Revocation of a Supplemental Proxy is effective upon receipt by the
Secretary of the Company of either (i) an instrument revoking it or (ii) a
duly executed Supplemental Proxy bearing a later date. A shareholder who is
present at the Annual Meeting may revoke the Supplemental Proxy and vote in
person if he so desires. The Supplemental Proxy relates solely to the proposed
amendment to the Company's Charter and increase in authorized Common Stock
described herein and delivery of an executed Supplemental Proxy shall not
revoke, or be deemed to revoke, any properly executed Proxy returned to the
Board of Directors relating to the matters described in the Annual Notice of
Meeting of Shareholders and Proxy Statement previously mailed to the Company's
shareholders. This Supplement to Notice and Proxy Statement is a supplement to
and shall be deemed to constitute a part of such previously delivered Notice
of Annual Meeting of Shareholders and Proxy Statement.

 
 
                           EXPENSES OF SOLICITATION
 
  The cost of soliciting Supplemental Proxies will be borne by the Company.
The Board of Directors will request banks and brokers to solicit their
customers having a beneficial interest in the Company's stock registered in
the names of nominees, and the Company will reimburse such banks and brokers
for their reasonable out-of-pocket expenditures made in such solicitations.
Supplemental Proxies may be solicited by employees of the Company by mail,
telephone, telecopy, telegraph and personal interview. The Board of Directors
does not presently intend to pay compensation to any individual or firm for
the solicitation of Supplemental Proxies; however, if the Board of Directors
should deem it necessary and appropriate, it may retain the services of an
outside individual or firm to assist in the solicitation of Supplemental
Proxies.
 
  WHETHER OR NOT THEY INTEND TO BE PRESENT AT THE ANNUAL MEETING IN PERSON,
  SHAREHOLDERS ARE URGED TO COMPLETE AND SIGN THE ENCLOSED SUPPLEMENTAL PROXY
  AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE
  IF MAILED IN THE UNITED STATES.
 
                                          By Order of the Board of Directors
                                          Gus B. Denton, Secretary
 
April 11, 1998


 
                        NATIONAL COMMERCE BANCORPORATION
 
                               ----------------
 
                               SUPPLEMENTAL PROXY
 
                               ----------------
 
             SUPPLEMENTAL PROXY SOLICITED BY THE BOARD OF DIRECTORS
 
               FOR ANNUAL MEETING OF SHAREHOLDERS APRIL 22, 1998
 
  The undersigned hereby appoints THOMAS M. GARROTT, JAMES E. MCGEHEE, JR., and
GUS B. DENTON, and each of them, proxies with full power and substitution and
resubstitution, for and in the name of the undersigned, to vote all shares of
stock of National Commerce Bancorporation which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders to
be held on Wednesday, April 22, 1998, at 10:00 a.m. local time, in the
Auditorium at National Bank of Commerce, Concourse Level, Commerce Tower, One
Commerce Square, Memphis, Tennessee 38150, and at any adjournments thereof,
upon the matter described in the accompanying Supplement to Notice of Annual
Meeting of Shareholders and Proxy Statement, receipt of which is hereby
acknowledged, and upon any other business that may properly come before the
meeting or any adjournments thereof.
 
1. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CHARTER to increase the number of
   authorized shares of Common Stock, par value $2.00 per share, from
   75,000,000 to 175,000,000.
 
                    FOR [_]     AGAINST [_]     ABSTAIN [_]
 
  THIS SUPPLEMENTAL PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED,
  BUT IF NO DIRECTION IS INDICATED, THE PROXY WILL BE VOTED "FOR" THE ABOVE-
  MENTIONED PROPOSAL. IF ANY OTHER MATTERS ARE PROPERLY PRESENTED AT THE
  ANNUAL MEETING FOR ACTION TO BE TAKEN THEREUNDER (OTHER THAN SUCH OTHER
  MATTERS WITH RESPECT TO WHICH A PROPERLY EXECUTED PROXY HAS PREVIOUSLY
  BEEN, OR WILL BE, DELIVERED RELATING TO THE 1998 ANNUAL MEETING), THIS
  SUPPLEMENTAL PROXY WILL BE VOTED ON SUCH MATTERS BY THE PERSONS NAMED AS
  PROXIES HEREIN IN ACCORDANCE WITH THEIR BEST JUDGMENT.
 
  Please sign and date below and return the proxy material in the enclosed
envelope, whether or not you plan to attend the annual meeting. If you attend
the meeting, you may vote in person if you wish, even if you have previously
returned your proxy.
 
Please date this supplemental               Date: ___________________, 1998
proxy and sign exactly as your
name or names appear hereon.                -------------------------------
When more than one owner is                 (Signature)                    
shown below, each should sign.                                             
When signing in a fiduciary or              -------------------------------
representative capacity, please             (Signature)                    
give full title. If this                                                   
supplemental proxy is submitted             -------------------------------
by a corporation, it should be              (Name(s))                       
executed in the full corporate
name by a duly authorized
officer. If this supplemental
proxy is submitted by a
partnership, it should be
executed in partnership name by
an authorized person.