8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) - July 30, 2003


                      FIRST TENNESSEE NATIONAL CORPORATION
               (Exact Name of Registrant as Specified in Charter)


         TENNESSEE                       000-4491             62-0803242
(State or Other Jurisdiction           (Commission           (IRS Employer
      of Incorporation)                File Number)         Identification No.)



                   165 MADISON AVENUE
                   MEMPHIS, TENNESSEE                      38103
         (Address of Principal Executive Office)         (Zip Code)



       Registrant's telephone number, including area code - (901) 523-4444






ITEM 5.  Other Events and Regulation FD Disclosure

         First Tennessee National Corporation ("Corporation") announced today
that management has been delegated the authority within defined limits to
purchase up to the total principal amount outstanding of the Corporation's 6.75%
November 2005 subordinated debt ($75 million). Since this outstanding debt issue
is in the last half of its term, it provides only limited regulatory capital
benefit and will be replaced with short-term market rate funds.
         Today a tender offer was commenced to purchase this debt issue at a
price reflecting a formula-driven premium to its par value. Using the formula
with the appropriate spread over the benchmark rate as of 1:30 pm CDST yesterday
(07/29/03), a premium of 10.8% over par would be paid for the Corporation's
debt. Because the Corporation is offering to pay a premium, the tender offer, if
completed, will result in a current charge to earnings. The amount of the charge
will primarily depend on the amount of the debt issue tendered and purchased in
the offer, which is estimated to be between 60 percent and 90 percent of the
total principal amount outstanding.
         Purchase activities are expected to take place during third quarter
2003 and will be managed by FTN Financial Securities Corp., a subsidiary of
First Tennessee Bank National Assoc.
         This item contains forward-looking statements involving significant
risks and uncertainties. A number of factors could cause actual results to
differ materially from those in the forward-looking information. Those factors
are outlined in the recent earnings press release and in more detail in the most
current 10-K and 10-Q. The Corporation disclaims any obligation to update any of
the forward-looking statements that are made from time to time, to reflect
future events or developments.








ITEM 7.  Financial Statements and Exhibits

(c)  Exhibits

The following exhibit is furnished pursuant to Item 9, is not to be considered
"filed" under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and shall not be incorporated by reference into any of the Corporation's
previous or future filings under the Securities Act of 1933, as amended, or the
Exchange Act.


Exhibit #         Description
- ---------         -----------

99.1              Press Release issued 7/30/03


ITEM 9.  Regulation FD Disclosure

Furnished as Exhibit 99.1 is a copy of the Corporation's press release issued
July 30, 2003, related to the announcement of tender offers to purchase certain
debt and earnings guidance.













                                   SIGNATURES

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


                                            FIRST TENNESSEE NATIONAL CORPORATION

Date: July 30, 2003                         By: /s/James F. Keen
                                              ----------------------------------
                                            Name: James F. Keen
                                            Title: Executive Vice President,
                                            Chief Financial Officer and
                                            Corporate Controller







                                  Exhibit Index


The following exhibit is furnished pursuant to Item 9, is not to be considered
"filed" under the Exchange Act, and shall not be incorporated by reference into
any of the Corporation's previous or future filings under the Securities Act of
1933, as amended, or the Exchange Act.


Exhibit #                  Description
- ---------                  -----------

 99.1                      Press Release issued 7/30/03

EX-99

                                                                Exhibit 99.1

   First Tennessee National Corp. to Purchase Subordinated Debt


    MEMPHIS, Tenn.--(BUSINESS WIRE)--July 30, 2003--First Tennessee
National Corp. (NYSE: FTN) announced today that management has been
delegated the authority within defined limits to purchase up to the
total principal amount outstanding of the company's 6.75 percent
November 2005 subordinated debt ($75 million). Since this outstanding
debt issue is in the last half of its term, it provides only limited
regulatory capital benefit and will be replaced with short-term market
rate funds.
    Today a tender offer was commenced to purchase this debt issue at
a price reflecting a formula-driven premium to its par value. Using
the formula with the appropriate spread over the benchmark rate as of
1:30 pm CDST yesterday (07/29/03), a premium of 10.8 percent over par
would be paid for the company's debt. Because the company is offering
to pay a premium, the tender offer, if completed, will result in a
current charge to earnings. The amount of the charge will primarily
depend on the amount of the debt issue tendered and purchased in the
offer, which is estimated to be between 60 percent and 90 percent of
the total principal amount outstanding.
    Even with this charge, which is part of this quarter's anticipated
initiatives to create future earnings, we confirm the earnings outlook
as of July 17, 2003, as provided in our second quarter 2003 earnings
press release on that date.
    Purchase activities are expected to take place during the third
quarter of 2003 and will be managed by FTN Financial Securities Corp.,
a subsidiary of First Tennessee Bank National Assoc.

    About First Tennessee

    The First Tennessee National Corp. (NYSE: FTN) family of companies
provides financial services to individual and business customers
through First Tennessee Bank, which has earned one of the highest
customer retention rates of any bank in the country; First Horizon
Home Loans, which earned a top-five ranking in customer satisfaction
from J.D. Power and Associates; FTN Financial, one of the nation's
top underwriters of U.S. government agency securities; and First
Horizon Merchant Services, one of the most successful processors of
credit card payments for the travel industry. More than 12,000
employees provide financial services through hundreds of offices
located in more than 30 states. Our companies have been recognized as
some of the nation's best employers by Working Mother, Business Week
and Fortune magazines. We were also named one of the nation's 100 best
corporate citizens by Business Ethics magazine. More information can
be found at www.FirstTennessee.com.
    This press release contains forward-looking statements involving
significant risks and uncertainties. A number of factors could cause
actual results to differ materially from those in the forward-looking
information. Those factors are outlined in the recent earnings press
release and in more detail in the most current 10-K and 10-Q. First
Tennessee National Corporation disclaims any obligation to update any
of the forward-looking statements that are made from time to time, to
reflect future events or developments.


    CONTACT: The First Tennessee National Corp., Memphis
             Mark Yates, 901-523-4068
             or
             Kim Cherry, 901-523-4726