SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCDONALD EUGENE J

(Last)

(First)

(Middle)

ONE COMMERCE SQUARE

(Street)

MEMPHIS

38150

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL COMMERCE FINANCIAL CORP [ NCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	09/19/2003		M		3,675	A	$17.3214	23,158	D
COMMON STOCK	09/19/2003		F		2,426	D	$26.24	20,732	D
COMMON STOCK	09/19/2003		M		24,500	A	$12.8827	45,232	D
COMMON STOCK	09/19/2003		F		12,029	D	$26.24	33,203	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$12.8827	09/19/2003		M			24,500	04/15/1997	04/15/2007	COMMON STOCK	24,500	$0	0	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$17.3214	09/19/2003		M			3,675	04/18/2000	04/18/2010	COMMON STOCK	3,675	$0	0	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$26.24	09/19/2003		A		12,029		09/19/2003	04/15/2007	COMMON STOCK	12,029	$0	12,029	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$26.24	09/19/2003		A		2,426		09/19/2003	04/18/2010	COMMON STOCK	2,426	$0	2,426	D
PHANTOM STOCK⁽¹⁾	$0	09/22/2003		I		38		01/01/2004⁽²⁾	01/01/2004	COMMON STOCK	38	$25.8	40,247	D

Explanation of Responses:

1. PURSUANT TO ISSUER'S DIRECTOR FEE DEFERRAL PLAN.

2. PAYABLE IN CASH ON EXERCISE DATE.

	NAUDAIN L. MACHEN ATTORNEY IN FACT	09/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.