UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) January 15, 2004

National Commerce Financial Corporation

(Exact name of registrant as specified in its charter)

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

One Commerce Square, Memphis, Tennessee 38150

(Address of principal executive offices)

Registrant’s telephone number, including area code (901) 523-3434

             N/A             

(Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are furnished herewith:

Exhibit No.	Description of Exhibit
99.1	Earnings Release dated January 15, 2004
99.2	Supplemental Financial Tables

Item 12. Results of Operations and Financial Condition.

On January 15, 2004, National Commerce Financial Corporation (“NCF”) issued an earnings release for the quarter and year ended December 31, 2003, a copy of which is furnished as Exhibit 99.1 to this Current Report.

On January 16, 2003 at 10:00 a.m. EST, NCF will hold an investor conference call and simultaneous audio webcast to discuss financial results for the fourth quarter and year ended December 31, 2003. Furnished with this Current Report as Exhibit 99.2 pursuant to Regulation FD are Supplemental Financial Tables. The contents of these Supplemental Financial Tables will be discussed by NCF’s management and otherwise disclosed during the conference call and webcast. All information in the Supplemental Financial Tables is presented as of December 31, 2003 and NCF does not assume any obligation to correct or update said information in the future. In accordance with NCF’s previously established practice, both the earnings release and the supplemental financial tables have been posted on the News Releases section of NCF’s website at www.ncfcorp.com. The website address has been included as an inactive textual reference only. Information posted on NCF’s website is not part of this report.

The information in the preceding paragraphs, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

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SIGNATURE

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

	NATIONAL COMMERCE FINANCIAL CORPORATION
	Registrant
Date: January 15, 2004	By:	/s/    JOHN M. PRESLEY
		John M. Presley
		Chief Financial Officer

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