10-K/A

   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

   
                                  FORM 10-K/A
                                AMENDMENT NO. 1
    

(Mark One)
[x]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1997
                                     - or -
[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the Transition period from __________ to__________

                          Commission File Number 0-4491

                      FIRST TENNESSEE NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

TENNESSEE                                                             62-0803242
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

165 MADISON AVENUE, MEMPHIS, TENNESSEE                                     38103
(Address of principal executive offices)                              (Zip Code)

        Registrant's telephone number, including Area Code: 901-523-5630

             Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                                
                      $0.625 PAR VALUE COMMON CAPITAL STOCK
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  X  YES     NO
                                   ---     ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  X
                                              ---

At February  27,  1998,  the  aggregate  market value of the voting stock of the
registrant  held by  non-affiliates  of the registrant was  approximately  $4.06
billion.

At February 27, 1998, the registrant had 128,125,070 shares of common stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

1. Portions of Proxy  Statement  furnished to  shareholders  in connection  with
Annual Meeting of Shareholders scheduled for 4/21/98 - Parts I, II, III and IV.


   2
                                     PART IV

                                     ITEM 14
                     EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                             AND REPORTS ON FORM 8-K

   
         This item is hereby amended by adding new Exhibits 27.123195 through
27.93096, which are attached hereto, and Item 14 is hereby restated, as so
amended, in its entirety as follows: 
    

         (a) The following documents are filed as a part of this Report:

         Financial Statements:

         - Consolidated Statements of Condition as of December 31, 1997 and 1996
         - Consolidated Statements of Income for the years ended December 31,
           1997, 1996 and 1995
         - Consolidated Statements of Shareholders' Equity for the years ended
           December 31, 1997, 1996 and 1995
         - Consolidated Statements of Cash Flows for the years ended December
           31, 1997, 1996 and 1995
         - Notes to the Consolidated Financial Statements
         - Report of Independent Public Accountants

           The consolidated financial statements of the Corporation, the notes
           thereto, and the report of independent public accountants, in the
           1998 Proxy Statement, as listed above, are incorporated herein by
           reference.


                                       1


   3

   



    Financial Statement Schedules: Not applicable.


    Exhibits:

              
    (3)(i)      Restated Charter of the Corporation, as amended.**
    (3)(ii)     Bylaws of the Corporation, as amended and restated.**
    (4)(a)      Amended and Restated Shareholder Protection Rights Agreement,
                dated as of 9-7-89, as amended as of 1-21-97, between the
                Corporation and First Tennessee Bank National Association, as
                Rights Agent, including as Exhibit A the forms of Rights
                Certificate and of Election to Exercise and as Exhibit B the
                form of Charter Amendment designating a series of
                Participating Preferred Stock of the Corporation with terms as
                specified, attached as Exhibit 1 to the Corporation's
                Registration Statement on Form 8-A/A filed 1-21-97, and
                incorporated herein by reference.
    (4)(b)      Indenture, dated as of 6-1-87, between the Corporation and
                Security Pacific National Trust Company (New York), Trustee,
                attached as Exhibit 4(b) to the Corporation's Annual Report on
                Form 10-K for the year ended 12-31-91, and incorporated herein
                by reference.
    (4)(c)      The Corporation and certain of its consolidated subsidiaries
                have outstanding certain long-term debt. See Note 10 in the
                Corporation's 1998 Proxy Statement. None of such debt exceeds
                10% of the total assets of the Corporation and its
                consolidated subsidiaries. Thus, copies of constituent
                instruments defining the rights of holders of such debt are
                not required to be included as exhibits. The Corporation
                agrees to furnish copies of such instruments to the Securities
                and Exchange Commission upon request.
   *(10)(a)     Management Incentive Plan, as amended and restated.**
   *(10)(b)     1997 Employee Stock Option Plan, as amended and restated.**
   *(10)(c)     1989 Restricted Stock Incentive Plan, as amended (1), and
                1-21-97 amendment. (4)
   *(10)(d)     1992 Restricted Stock Incentive Plan, as amended and restated.**
   *(10)(e)     1984 Stock Option Plan, as amended (1), and 1-21-97 amendment
                (4) and 10-22-97 amendment.**
   *(10)(f)     1990 Stock Option Plan, as amended (1), and 1-21-97 amendment
                (4), and 10-22-97 amendment.**
   *(10)(g)     Survivor Benefits Plan, as amended and restated.**
   *(10)(h)     Amendment and Restated Directors and Executives Deferred
                Compensation Plan and form of individual agreement. (4)
   *(10)(i)     Amended and Restated Pension Restoration Plan, as amended and
                restated.**
   *(10)(j)     Director Deferral Agreements (2) with schedule. (3)
   *(10)(k)     Form of Severance Agreements dated 1-28-97. (4)
   *(10)(l)     1995 Employee Stock Option Plan, as amended and restated.**
   *(10)(m)     Non-Employee Directors' Deferred Compensation Stock Option
                Plan, as amended and restated.**
    (21)        Subsidiaries of the Corporation.**
    (23)        Accountants' Consents**
    (24)        Powers of Attorney**
    (27)        Financial Data Schedule (for SEC use only)**
    (27.123195) Restated Financial Data Schedule for December 31, 1995 (for SEC use only)
    (27.33196)  Restated Financial Data Schedule for March 31, 1996 (for SEC use only)      
    (27.63096)  Restated Financial Data Schedule for June 30, 1996 (for SEC use only)     
    (27.93096)  Restated Financial Data Schedule for September 30, 1996 (for SEC use only)  
    (99)(a)     The Corporation's Proxy Statement furnished to shareholders 
                in connection with Annual Meeting of Shareholders scheduled
                for April 21, 1998, including Financial Information Appendix,
                filed March 19, 1998, and incorporated herein by reference.
    (99)(b)     Annual Report on Form ll-K for the Corporation's Savings Plan
                and Trust, for fiscal year ended 12-31-97, as authorized by
                SEC Rule 15d-21 (to be filed as an Amendment to Form lO-K).

    
                                 2

   4

               *   Exhibits marked with an "*" represent a management contract 
                   or compensatory plan or arrangement required to be filed as
                   an exhibit.

   
               **  Previously filed. 
    

               (1) These documents are incorporated herein by reference to the
                   exhibit with the corresponding number contained in the
                   Corporation's 1992 Annual Report on Form 10-K.

               (2) This document is incorporated herein by reference to exhibits
                   10(k) contained in the Corporation's 1992 Annual Report on 
                   Form 10-K.

               (3) These documents are incorporated herein by reference to the
                   exhibit with the corresponding number contained in the
                   Corporation's 1995 Annual Report on Form 10-K.

               (4) These documents are incorporated herein by reference to the
                   exhibit with the corresponding number contained in the
                   Corporation's 1996 Annual Report on Form 10-K.

           (b) No reports on Form 8-K were filed during the fourth quarter of
               1997.


                                       3

   5


   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                           FIRST TENNESSEE NATIONAL CORPORATION

Date:  May 13, 1998        By: Elbert L. Thomas, Jr.
                               ----------------------
                               Elbert L. Thomas, Jr.,
                               Executive Vice President 
                               and Chief Financial Officer
    



                                       4
   6

                               EXHIBIT INDEX

   


Item No.                           Description
- --------                           -----------
         

(3)(i)      Restated Charter of the Corporation, as amended.** 

(3)(ii)     Bylaws of the Corporation, as amended and restated.**

(4)(a)      Amended and Restated Shareholder Protection Rights Agreement
            dated as of 9-7-89, as amended as of 1-21-97, between the
            Corporation and First Tennessee Bank National Association, as
            Rights Agent, including as Exhibit A the forms of Rights
            Certificate and of Election to Exercise and as Exhibit B the
            form of Charter Amendment designating a series of
            Participating Preferred Stock of the Corporation with terms as
            specified, attached as Exhibit 1 to the Corporation's
            Registration Statement on Form 8-A/A filed 1-21-97, and
            incorporated herein by reference. 

(4)(b)      Indenture, dated as of June 1, 1987, between the Corporation
            and Security Pacific National Trust Company (New York),
            Trustee, attached as Exhibit 4(b) to the Corporation's Annual
            Report on Form 10-K for the year ended December 31, 1991, and
            incorporated herein by reference. 

(4)(c)      The Corporation and certain of its consolidated subsidiaries
            have outstanding certain long-term debt. See Note 10 in the
            Corporation's 1998 Proxy Statement. None of such debt exceeds
            10% of the total assets of the Corporation and its
            consolidated subsidiaries. Thus, copies of constituent
            instruments defining the rights of holders of such debt are
            not required to be included as exhibits. The Corporation
            agrees to furnish copies of such instruments to the Securities
            and Exchange Commission upon request. 

*(10)(a)    Management Incentive Plan, as amended and restated.**

*(10)(b)    1997 Employee Stock Option Plan, as amended and restated.**

*(10)(c)    1989 Restricted Stock Incentive Plan, as amended (1), and
            1-21-97 amendment. (4)

*(10)(d)    1992 Restricted Stock Incentive Plan, as amended and restated.**

*(10)(e)    1984 Stock Option Plan, as amended (1), and 1-21-97 amendment
            (4) and 10-22-97 amendment.**

*(10)(f)    1990 Stock Option Plan, as amended (1), and 1-21-97 amendment
            (4), and 10-22-97 amendment.** 

*(10)(g)    Survivor Benefits Plan, as amended and restated.**

*(10)(h)    Amended and Restated Directors and Executives Deferred
            Compensation Plan and form of individual agreement. (4)

*(10)(i)    Amended and Restated Pension Restoration Plan, as amended and
            restated.**

*(10)(j)    Director Deferral Agreements (2) with schedule. (3) *(10)(k)
            Form of Severance Agreements dated 1-28-97. (4)

*(10)(l)    1995 Employee Stock Option Plan, as amended and restated.**

*(10)(m)    Non-Employee Directors Deferred Compensation Stock Option
            Plan, as amended and restated.**

(21)        Subsidiaries of the Corporation.** 

(23)        Accountants' Consents**

(24)        Powers of Attorney** 

(27)        Financial Data Schedule (for SEC use only)** 
(27.123195) Restated Financial Data Schedule for December 31, 1995 (for SEC use only)
(27.33196)  Restated Financial Data Schedule for March 31, 1996 (for SEC use only)      
(27.63096)  Restated Financial Data Schedule for June 30, 1996 (for SEC use only)     
(27.93096)  Restated Financial Data Schedule for September 30, 1996 (for SEC use only)    

(99)(a)     The Corporation's Proxy Statement furnished to shareholders in
            connection with Annual Meeting of Shareholders scheduled for
            April 21, 1998, including Financial Information Appendix, filed
            March 19, 1998, and incorporated herein by reference.

(99)(b)     Annual Report on Form ll-K for the Corporation's Savings Plan
            and Trust, for fiscal year ended December 31, 1997, as
            authorized by SEC Rule 15d-21 (to be filed as an amendment to
            Form 10-K).

    

*        Exhibits marked with an "*" represent a management contract or
         compensatory plan or arrangement required to be filed as an exhibit.

   
**       Previously filed. 
    

(1)      These documents are incorporated herein by reference to the exhibit
         with the corresponding number contained in the Corporation's 1992
         Annual Report on Form 10-K.

(2)      This document is incorporated herein by reference to exhibits 10(k)
         contained in the Corporation's 1992 Annual Report on Form 10-K.

(3)      These documents are incorporated herein by reference to the exhibit
         with the corresponding number contained in the Corporation's 1995
         Annual Report on Form 10-K.

(4)      These documents are incorporated herein by reference to the exhibit
         with the corresponding number contained in the Corporation's 1996
         Annual Report on Form 10-K.

EX-27.123195

 

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S DECEMBER 31, 1995, FINANCIAL STATEMENTS FILED
IN ITS 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.

 
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                         710,870
<INT-BEARING-DEPOSITS>                           2,119
<FED-FUNDS-SOLD>                                54,978
<TRADING-ASSETS>                               182,655
<INVESTMENTS-HELD-FOR-SALE>                  2,036,668
<INVESTMENTS-CARRYING>                          74,731
<INVESTMENTS-MARKET>                            75,750
<LOANS>                                      8,122,466
<ALLOWANCE>                                    112,567
<TOTAL-ASSETS>                              12,076,882
<DEPOSITS>                                   8,582,197
<SHORT-TERM>                                 1,760,745
<LIABILITIES-OTHER>                            600,699
<LONG-TERM>                                    260,017
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        83,973
<OTHER-SE>                                     789,251
<TOTAL-LIABILITIES-AND-EQUITY>              12,076,882
<INTEREST-LOAN>                                665,727
<INTEREST-INVEST>                              135,451
<INTEREST-OTHER>                                21,350
<INTEREST-TOTAL>                               322,528
<INTEREST-DEPOSIT>                             305,042
<INTEREST-EXPENSE>                             431,875
<INTEREST-INCOME-NET>                          390,653
<LOAN-LOSSES>                                   20,592
<SECURITIES-GAINS>                               2,444
<EXPENSE-OTHER>                                613,667
<INCOME-PRETAX>                                252,957
<INCOME-PRE-EXTRAORDINARY>                     164,888
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   164,888
<EPS-PRIMARY>                                     2.42
<EPS-DILUTED>                                     2.40
<YIELD-ACTUAL>                                    3.92
<LOANS-NON>                                     19,040
<LOANS-PAST>                                    33,273
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 66,621 
<ALLOWANCE-OPEN>                               109,859
<CHARGE-OFFS>                                   35,231
<RECOVERIES>                                    14,715
<ALLOWANCE-CLOSE>                              112,567
<ALLOWANCE-DOMESTIC>                           112,567
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

 

EX-27.33196

 

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S MARCH 31,1996 FINANCIAL STATEMENTS FILED IN ITS
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.

 
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         658,101
<INT-BEARING-DEPOSITS>                           1,628
<FED-FUNDS-SOLD>                                52,063
<TRADING-ASSETS>                               358,212
<INVESTMENTS-HELD-FOR-SALE>                  2,153,053
<INVESTMENTS-CARRYING>                          72,296
<INVESTMENTS-MARKET>                            73,688
<LOANS>                                      8,464,115
<ALLOWANCE>                                    114,631
<TOTAL-ASSETS>                              12,818,432
<DEPOSITS>                                   8,752,587
<SHORT-TERM>                                 2,199,767
<LIABILITIES-OTHER>                            804,464
<LONG-TERM>                                    258,633
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        84,244
<OTHER-SE>                                     798,737
<TOTAL-LIABILITIES-AND-EQUITY>              12,818,432
<INTEREST-LOAN>                                179,048
<INTEREST-INVEST>                               33,439
<INTEREST-OTHER>                                 5,165
<INTEREST-TOTAL>                               217,652
<INTEREST-DEPOSIT>                              79,136
<INTEREST-EXPENSE>                             112,274
<INTEREST-INCOME-NET>                          105,378
<LOAN-LOSSES>                                    8,033
<SECURITIES-GAINS>                                 258
<EXPENSE-OTHER>                                175,586
<INCOME-PRETAX>                                 58,336
<INCOME-PRE-EXTRAORDINARY>                      37,441
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    37,441
<EPS-PRIMARY>                                      .56
<EPS-DILUTED>                                      .55
<YIELD-ACTUAL>                                    3.94
<LOANS-NON>                                     12,984
<LOANS-PAST>                                    35,593 
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 69,498
<ALLOWANCE-OPEN>                               112,567
<CHARGE-OFFS>                                    8,850
<RECOVERIES>                                     2,881
<ALLOWANCE-CLOSE>                              114,631
<ALLOWANCE-DOMESTIC>                           114,631
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

 

EX-27.63096

 

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S JUNE 30, 1996, FINANCIAL STATEMENTS FILED IN
ITS 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.

 
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         674,458
<INT-BEARING-DEPOSITS>                           1,642
<FED-FUNDS-SOLD>                               104,257
<TRADING-ASSETS>                               196,821
<INVESTMENTS-HELD-FOR-SALE>                  2,176,485
<INVESTMENTS-CARRYING>                          71,599
<INVESTMENTS-MARKET>                            71,870
<LOANS>                                      7,487,691
<ALLOWANCE>                                    116,478
<TOTAL-ASSETS>                              12,954,957
<DEPOSITS>                                   8,972,378
<SHORT-TERM>                                 2,117,889
<LIABILITIES-OTHER>                            715,029
<LONG-TERM>                                    257,327
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        83,903
<OTHER-SE>                                     808,431
<TOTAL-LIABILITIES-AND-EQUITY>              12,954,957
<INTEREST-LOAN>                                363,287
<INTEREST-INVEST>                               68,992
<INTEREST-OTHER>                                11,347
<INTEREST-TOTAL>                               443,626
<INTEREST-DEPOSIT>                             159,149
<INTEREST-EXPENSE>                             225,294
<INTEREST-INCOME-NET>                          218,332
<LOAN-LOSSES>                                   15,592
<SECURITIES-GAINS>                                 310
<EXPENSE-OTHER>                                343,583
<INCOME-PRETAX>                                125,454
<INCOME-PRE-EXTRAORDINARY>                      79,788
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    79,788
<EPS-PRIMARY>                                     1.19
<EPS-DILUTED>                                     1.17
<YIELD-ACTUAL>                                    4.09
<LOANS-NON>                                     14,336
<LOANS-PAST>                                    35,952
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 79,063
<ALLOWANCE-OPEN>                               112,567
<CHARGE-OFFS>                                   18,009
<RECOVERIES>                                     6,328
<ALLOWANCE-CLOSE>                              116,478
<ALLOWANCE-DOMESTIC>                           116,478
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

 

EX-27.93096

 

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S SEPTEMBER 30, 1996, FINANCIAL STATEMENTS FILED
IN ITS 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.

 
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         778,719
<INT-BEARING-DEPOSITS>                             936
<FED-FUNDS-SOLD>                               168,253
<TRADING-ASSETS>                               179,169
<INVESTMENTS-HELD-FOR-SALE>                  2,154,602
<INVESTMENTS-CARRYING>                          68,357
<INVESTMENTS-MARKET>                            68,736
<LOANS>                                      7,630,034
<ALLOWANCE>                                    117,717
<TOTAL-ASSETS>                              12,801,345
<DEPOSITS>                                   9,072,088
<SHORT-TERM>                                 1,912,185
<LIABILITIES-OTHER>                            636,038
<LONG-TERM>                                    355,998
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        83,929
<OTHER-SE>                                     341,107
<TOTAL-LIABILITIES-AND-EQUITY>              12,801,345
<INTEREST-LOAN>                                549,396
<INTEREST-INVEST>                              104,409
<INTEREST-OTHER>                                15,598
<INTEREST-TOTAL>                               669,403
<INTEREST-DEPOSIT>                             236,988
<INTEREST-EXPENSE>                             336,022
<INTEREST-INCOME-NET>                          333,381
<LOAN-LOSSES>                                   24,445
<SECURITIES-GAINS>                                 354
<EXPENSE-OTHER>                                518,495
<INCOME-PRETAX>                                199,157
<INCOME-PRE-EXTRAORDINARY>                     126,585
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   126,585
<EPS-PRIMARY>                                     1.88
<EPS-DILUTED>                                     1.86
<YIELD-ACTUAL>                                    4.07
<LOANS-NON>                                     18,607
<LOANS-PAST>                                    32,424
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 77,984
<ALLOWANCE-OPEN>                               112,567
<CHARGE-OFFS>                                   28,751
<RECOVERIES>                                     9,456
<ALLOWANCE-CLOSE>                              117,717
<ALLOWANCE-DOMESTIC>                           117,717
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0