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                                             Filed pursuant to Rule 424(b)(2)
                                             Registration Statement No. 33-53331

                    PROXY STATEMENT-PROSPECTUS SUPPLEMENT


                                PLANTERS BANK
                  Special Meeting to be Held on July 7, 1994

                     FIRST TENNESSEE NATIONAL CORPORATION
                        468,000 Shares of Common Stock

        This Proxy Statement-Prospectus Supplement is being furnished to
holders of common stock, par value $10.00 per share of Planters Bank, a
Mississippi state bank as of the Record Date, May 6, 1994, and is intended to
supplement the Proxy Statement-Prospectus dated May 9, 1994 and delivered to
the shareholders of Planters Bank in connection with the Special Meeting of
Planters Bank shareholders to be held at 10:00 a.m., local time, on July 7,
1994, at the main office of Planters Bank, 1202 E. Edwards Avenue, Tunica,
Mississippi and at any adjournments or postponements thereof. Capitalized terms
not otherwise defined herein have the meanings ascribed them in the Proxy
Statement-Prospectus dated May 9, 1994.

        On June 15, 1994, authorized officers of Planters Bank and First
Tennessee National Corporation ("FTNC") adopted an amendment to that certain
Agreement and Plan of Merger dated as of March 29, 1994 (the "Merger
Agreement") by and between FTNC and Planters Bank. The amendment provides as a
condition to FTNC's obligation to consummate the transaction that as to any
loan or series of loans to a single borrower or loan transactions in excess of
$1,000,000, in the aggregate, not later than November 30, 1994, Planters Bank
shall have caused all such loans to be structured and to be evidenced and
governed by loan documentation satisfactory to FTNC in the exercise of its
discretion.

        In addition, the amendment deleted paragraph (R) of Article IV and
paragraph (G) of Article VI both of which related to the documentation of loans
in excess of $1,000,000 and which together had provided that FTNC could
terminate the Merger Agreement in the event that satisfactory documentation for
such loans had not been provided at an earlier date.

   THE DATE OF THIS PROXY STATEMENT-PROSPECTUS SUPPLEMENT IS JUNE 16, 1994