SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                     FORM 15

             Certification and Notice of Termination of Registration
   under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of
   Duty to File Reports Under Section 13 and 15(d) of the Securities Exchange
                                   Act of 1934

                         Commission file Number: 0-9477
                         ------------------------------

                         FIRST COMMERCIAL BANCORP, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

    865 Howe Avenue, Suite 310, Sacaramento, California 95825 (916) 641-3288
(Address,  including zip code,  and telephone  number,  including  area code, of
                   registrant's principal executive offices)

                     Common Stock, $1.25 Par Value Per Share
                     ---------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
                                      ----
           (Title of all other  classes of  securities  for which a duty to file
reports under Section 13(a) or 15(d) remains)

Place an X in the box(es) to designate the appropriate rule provisions(s) relied
upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)    [ X ]           Rule 12h-3(b)(1)(ii)     [  ]
         Rule 12g-4(a)(1)(ii)   [   ]           Rule 12h-3(b)(2)(i)      [  ]
         Rule 12g-4(a)(2)(i)    [   ]           Rule 12h-3(b)(2)(ii)     [  ]
         Rule 12g-4(a)(2)(ii)   [   ]           Rule 15d-6               [  ]
         Rule 12g-4(a)(1)(i)    [   ]

                Approximate number of holders of record as of the
                         certification or notice date:

                                     One (1)
                                     -------

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  First
Commercial Bancorp, Inc., has caused this  certification/notice  to be signed on
its behalf by the undersigned duly authorized person.



DATE:    March 5, 1998                 By:/s/Donald W. Williams
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                                       Donald W. Williams, President