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|SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                             
|FORM 10-K                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                             
|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             
|For the fiscal year ended December 31, 2003                                                                                                                                                                                                                                                                                                                                                   | Commission File Number 1-10294                  
|                                                                                                                                                                                                                                                                                                                                                                                             
|HIBERNIA CORPORATION(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                             
|LOUISIANA(State or other jurisdiction ofincorporation or organization)                                                                                                                                                                                                                                                                                                                        | 72-0724532(I.R.S. EmployerIdentification Number)
|                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                              |                                                 
|313 CARONDELET STREET, NEW ORLEANS, LOUISIANA(Address of principal executive offices)                                                                                                                                                                                                                                                                                                         | 70130(Zip Code)                                 
|                                                                                                                                                                                                                                                                                                                                                                                             
|Registrant's telephone number, including area code: (504) 533-2831                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                             
|Securities registered pursuant to Section 12 (b) of the Act:                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                             
|CLASS A COMMON STOCK, NO PAR VALUE(Title of class)                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                             
|NEW YORK STOCK EXCHANGE(Name of each exchange on which registered)                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                             
|Securities registered pursuant to Section 12 (g) of the Act:   NONE                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             
|Indicated  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.  YES [X]   NO [   ]
|                                                                                                                                                                                                                                                                                                                                                                                             
|Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405 of Regulation  S-K 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.     [   ]                                     
|                                                                                                                                                                                                                                                                                                                                                                                             
|Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Act).
YES [X]  NO [   ]                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                             
|The aggregate market value of the voting common stock held by non-affiliates of the Registrant, based on the closing
     price of the New York Stock Exchange on June 30, 2003, which was the last trading day of the most recently
                         
            completed second quarter of fiscal 2003, of $18.16 was $2,734,289,111                                             
|                                                                                                                                                                                                                                                                                                                                                                                             
|The aggregate number of shares outstanding of each of
         the Registrant's classes of common stock as of February 27, 2004.                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                             
|Class A Common Stock, no par value - 155,196,009                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                             
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             
|Portions of the  Registrant's  annual report to  shareholders  for the year ended December 31, 2003 are  incorporated by reference into
Parts II and IV of this Report.                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                             
|Portions of the Registrant's  definitive  proxy statement for its 2004 Annual Meeting,  which will be filed within 120 days of December
31, 2003, are incorporated by reference into Part III of this Report.                                                                                                                                                                                

INDEX TO FORM 10-K

Certain
information required by Form 10-K is incorporated by reference to the Annual
Report as indicated below. Only that information expressly incorporated by
reference is deemed filed with the Commission.

|PART I                                                                                                                                        
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|Item 1                                                                                                                                        
|Item 2                                                                                                                                        
|Item 3                                                                                                                                        
|Item 4                                                                                                                                        
|Item X                                                                                                                                        
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|PART II                                                                                                                                       
|Item 5                                                                                                                                        
|Item 6                                                                                                                                        
|Item 7                                                                                                                                        
|Item 7a                                                                                                                                       
|Item 8                                                                                                                                        
|Item 9                                                                                                                                        
|Item 9a                                                                                                                                       
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|PART III                                                                                                                                      
|Item 10 (1)                                                                                                                                   
|Item 11 (1)                                                                                                                                   
|Item 12 (1)                                                                                                                                   
|Item 13 (1)                                                                                                                                   
|Item 14 (1)                                                                                                                                   
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|PART IV                                                                                                                                       
|Item 15                                                                                                                                       
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|*      This information is included in the Form 10-K and is not incorporated by reference to the Annual Report.                               
|**    The information is included, in part, in the Form 10-K and, in part, incorporated by reference to the inside cover of the Annual Report.
|***  Reports on Form 8-K and Exhibits have been separately filed with or furnished to the Commission.                                         

(1) The material required
by Items 10 through 14 is incorporated by reference to the Companys
definitive Proxy Statement for its 2004 Annual Meeting which will be filed with the Commission within 120
days of December 31, 2003; however, the Executive Compensation
Committee Report and the Stock Performance Graph contained
therein are not incorporated herein by reference.

# PART I

# Item 1. BUSINESS

Hibernia
Corporation (Company) is a Louisiana business corporation organized in 1972. The Company
became a bank holding company in 1973 and a financial holding company in 2000. As of
December 31, 2003, the Company was the largest publicly traded financial holding company
headquartered in Louisiana with assets of $18.6 billion and deposits of $14.2 billion.
Hibernia National Bank (Bank), the Companys sole depository institution subsidiary,
was chartered as a national banking association in 1933 and can trace its origins back to
1870. As a financial holding company, the Company can offer a broad range of products and
services that are financial in nature. In addition to the Bank, the Company also owns
nonbank subsidiaries which engage in insurance brokerage and investment banking
businesses.

As
of December 31, 2003, the Company operated in 259 locations in 34 Louisiana parishes and
18 Texas counties and two mortgage loan production and retail brokerage services offices
in southern Mississippi.

In
December 2002, the Company opened a commercial financial center in Dallas, Texas. In 2003,
the Company opened its second commercial financial center in Houston, Texas, and opened
the first of its Texas de novo branches in the Dallas and Houston markets along with an
additional branch in the Tyler market in East Texas. In December 2003, the Company signed
a definitive merger agreement with Coastal Bancorp, Inc. (Coastal), based in Houston,
Texas. The proposed merger would give Hibernia an increased presence in Houston and entry
into markets from Austin to the Rio Grande Valley. This transaction, which is subject to,
among other things, regulatory and Coastal shareholder approval, is expected to be
completed in or near second-quarter 2004, and would increase the Companys total
assets to over $20 billion and nearly double the number of Hibernias Texas branches.

In
2002, the Company enhanced its expertise in life insurance and financial planning by
purchasing Friedler/LaRocca Financial Partners, L.L.C., a New Orleans based firm
specializing in life insurance and other financial services for wealthy clients.

At
December 31, 2003, the Company and its subsidiaries had 5,339 full-time equivalent
employees.

The
Company offers a broad array of financial products and services, including retail, small
business, commercial, international, mortgage and private banking; leasing; investment
banking; corporate finance; treasury management; property and casualty, life, and health
insurance; trust and investment management; and retail brokerage, and provides access to
alternative investments, including mutual funds and annuities. The Company also performs
mortgage servicing, which includes acceptance and application of mortgage loan and escrow
payments.

The
Company provides financial risk management products and advisory services to customers.
These products are designed to assist customers in managing their exposure in the areas of
interest rate and currency risks. The Company offers repurchase agreements, bankers
acceptances, Eurodollar deposits, safekeeping of securities, U.S. government and
government agency obligations, tax-free municipal obligations, reverse repurchase
agreements, letters of credit, and collection and foreign exchange transactions.

Information
on the Companys various segments is presented by line of business. Each line of
business is a strategic unit that provides various products and services to groups of
customers that have certain common characteristics. The Companys reportable
operating segments are Consumer, Small Business, Commercial, and Investments and Public
Funds. The Other segment includes the areas of support services and facilities management.
Further segment information is included in Note 28 of the Notes to Consolidated
Financial Statements in the Companys Annual Report. For a discussion of
operating results, see the Segment Results section in Managements
Discussion and Analysis of Financial Condition and Results of Operations in the
Companys Annual Report. The portion of the Companys revenue derived from
foreign customers is not a material portion of its overall revenues.

The
Companys primary assets are loans. At December 31, 2003, loans represented 69% of
the Companys total assets.

The
reserve for loan losses is maintained to provide for probable credit losses related to
specifically identified loans and for losses inherent in the loan portfolio that have been
incurred as of the balance sheet date. The reserve for loan losses is comprised of
specific reserves (assessed for each loan that is reviewed for impairment or for which a
probable loss has been identified), general reserves (based on historical loss factors)
and an unallocated reserve for exposures arising from factors which are not addressed by
specific reserves.

The
Company continuously evaluates its reserve for loan losses to maintain an adequate level
to absorb loan losses inherent in the loan portfolio. Reserves on loans identified as
impaired are based on discounted expected cash flows using the loans initial
effective interest rate, the observable market value of the loan or the fair value of the
collateral for certain collateral-dependent loans. Commercial and small business
nonaccrual loans are considered to be impaired in accordance with the provisions of
Statements of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors
for Impairment of a Loan, when it is probable that all amounts due in accordance
with the contractual terms will not be collected. For purposes of determining impairment,
consumer loans are collectively evaluated as they are considered to be comprised of large
groups of smaller-balance homogenous loans and therefore are not individually evaluated
for impairment under the provision of SFAS No. 114. Factors contributing to the
determination of specific reserves include the financial condition of the borrower,
changes in the value of pledged collateral and general economic conditions. General
reserves are established based on historical charge-offs considering factors which include
risk rating, industry concentration and loan type, with the most recent charge-off
experience weighted more heavily. The unallocated reserve, which is judgmentally
determined, generally serves to compensate for the uncertainty in estimating loan losses,
particularly in times of changing economic conditions, and considers the possibility of
improper risk ratings and possible over- or under-allocations of specific reserves. In
evaluating the unallocated reserve, management also considers the lagging impact of
historical charge-off ratios in periods where future charge-offs are expected to increase
or decrease significantly. In addition, management considers trends in delinquencies and
nonaccrual loans, industry concentration, the volatility of risk ratings and the evolving
portfolio mix in terms of collateral, relative loan size, the degree of seasoning in the
various loan products and loans recently acquired through mergers. Changes in underwriting
standards, credit administration and collection, regulation and other factors which impact
the credit quality and collectibility of the loan portfolio also impact the unallocated
reserve levels. The results of reviews performed by internal and external examiners are
also considered.

The
methodology used in the periodic review of reserve adequacy, which is performed at least
quarterly, is designed to be dynamic and responsive to changes in actual and expected
credit losses. These changes are reflected in both the general and unallocated reserves.
The historical loss ratios, which are key factors in this analysis, are updated quarterly
and are weighted more heavily for recent charge-off experience. The review of reserve
adequacy is performed by executive management and presented to the Board of Directors for
its review, consideration, and ratification. See Reserve and Provision for Loan
Losses in Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Companys Annual Report for a further discussion
of the reserve for loan losses.

# COMPETITION

The
financial services industry in which the Company operates is highly competitive. The Bank
competes with national and state banks for deposits, loans, and trust accounts and with
savings and loan associations and credit unions for loans and deposits. In addition, the
Bank competes with other providers of financial services, from both inside and outside
Louisiana and Texas, including finance companies, institutional buyers of commercial
paper, money market funds, brokerage firms, investment companies, insurance companies,
insurance agencies and governmental agencies. These competitors are actively engaged in
marketing various types of loans, commercial paper, short-term obligations, investments,
insurance and other products and services.

# SUPERVISION AND
REGULATION

The
financial services industry is extensively regulated under both federal and state law. The
Company is subject to regulation and examination by the Board of Governors of the Federal
Reserve System (FRB) and the Federal Reserve Bank of Atlanta. The Bank is subject to
regulation and examination by the Office of the Comptroller of the Currency (OCC). The
small business investment company subsidiary is regulated by the Small Business
Administration. Insurance agency subsidiaries are regulated by state agencies in the
states in which they operate. Hibernia Investments, L.L.C., a subsidiary of the Bank, and
Hibernia Southcoast Capital, Inc., a subsidiary of the Company, are regulated by the
Securities and Exchange Commission (SEC), the National Association of Securities Dealers,
Inc., and the Louisiana Office of Financial Institutions, through the Deputy Commissioner
of Securities. The Company is subject to the Bank Holding Company Act (BHCA), which
requires the Company to obtain the prior approval of the FRB to acquire a significant
equity interest in any additional banks or bank holding companies. Under the provisions of
the Gramm-Leach-Bliley Act (GLBA), the Company is eligible to engage in nonbanking
activities which are financial in nature by notifying, or in certain cases obtaining the
prior approval of, the FRB. Under the GLBA, subsidiaries of financial holding companies
engaged in nonbank activities would be supervised and regulated by the federal and state
agencies which normally supervise and regulate such functions outside of the financial
holding company context. Although the FRB continues to be the primary umbrella
regulator of financial holding companies, the GLBA limits the ability of the FRB to order
a financial holding company subsidiary which is regulated by the SEC or a state insurance
authority to provide funds or assets to an affiliated depository institution under the
FRBs source of strength doctrine.

The
Bank is subject to a number of laws regulating depository institutions, including the
Federal Deposit Insurance Corporation Improvement Act of 1991, which expanded the
regulatory and enforcement powers of the federal bank regulatory agencies, required that
these agencies prescribe standards relating to internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate exposure,
asset growth, compensation, fees and benefits, and mandated annual examinations of banks
by their primary regulators. The Bank is also subject to a number of consumer protection
laws and regulations of general applicability, including the USA Patriot Act, which is
designed to identify, prevent and deter international money laundering and terrorist
financing.

The
banking industry is affected by the monetary and fiscal policies of the FRB. An important
function of the FRB is to regulate the national supply of bank credit to moderate
recessions and to curb inflation. Among the instruments of monetary policy used by the FRB
to implement its objectives are: open-market operations in U. S. government securities,
changes in the discount rate and the federal funds rate (the rate banks charge each other
for overnight borrowings), and changes in reserve requirements on bank deposits.

On
July 30, 2002, the SarbanesOxley Act of 2002 (the Act) was signed into law. The Act
addresses many aspects of financial accounting, corporate governance and public company
disclosure. Among other things, it establishes a comprehensive framework for the oversight
of public company auditing and for strengthening the independence of auditors and audit
committees. Under the Act, audit committees are responsible for the appointment,
compensation and oversight of the work of the auditors. The non-audit services that can be
provided to a company by its auditor are limited. Audit committee members are subject to
specific rules addressing their independence. The Act also requires enhanced and
accelerated financial disclosures, and it establishes various responsibility measures
(including, for example, requiring the chief executive officer and chief financial officer
to certify to the quality of the companys financial reporting). The Act imposes
restrictions on and accelerated reporting requirements for certain insider trading
activities. It imposes a variety of penalties for fraud and other violations and creates a
new federal felony for securities fraud. Various sections of the Act are applicable to the
Company. Portions of the Act were effective immediately; others became effective or are in
process of becoming effective through rulings by the SEC, based on timelines set forth in
the law.

# LOAN PORTFOLIO

The
amounts and percentages of loans outstanding by type are as follows:

|                           | December 31
|-------------------------- | -----------
|                          
|($ in thousands)           | 2003       
|                          
|                           |            
|                           |            
|Commercial, financial      |            
|and agricultural           |            
|Real estate - construction |            
|Real estate - mortgage     |            
|Consumer                   |            
|Lease financing            |            
|All other                  |            
|                          
|                           |            
|                          

# SELECTED LOAN MATURITIES

The following
table shows selected categories of loans outstanding as of December 31, 2003, which, based
on remaining scheduled repayments of principal, are due in the periods indicated. In
addition, the amounts contractually due after one year are summarized according to their
interest sensitivity.

|                                       | Maturing  
|-------------------------------------- | ----------
|                                      
|                                       |           
|                                       | Within    
|($ in thousands)                       | One Year  
|                                      
|Commercial, financial and agricultural | $1,273,345
|Real estate - construction             | 378,799   
|                                      
|                                       | $1,652,144
|                                      

|                                    | Interest Sensitivity
|----------------------------------- | --------------------
|                                   
|                                    | Fixed               
|($ in thousands)                    | Rate                
|                                   
|Due after one but within five years | $   341,662         
|Due after five years                | 175,336             
|                                   
|                                    | $   516,998         
|                                   

# SUMMARY OF LOAN LOSS
EXPERIENCE

The
following is a summary of activity in the reserve for loan losses:

|                                                       | Year Ended December 31
|------------------------------------------------------ | ----------------------
|                                                      
|($ in thousands)                                       | 2003                  
|                                                      
|Balance of reserve for loan losses                    
|at beginning of period                                 | $ 212,765             
|                                                      
|Addition due to purchase transactions                  | -                     
|                                                      
|Transfer due to auto securitization                    | -                     
|Transfer due to mortgage securitizations               | -                     
|                                                      
|Loans charged off:                                    
|Commercial, financial  and agricultural                | (26,428)              
|Real estate - construction                             | (653)                 
|Real estate - mortgage                                 | (6,618)               
|Consumer                                               | (37,598)              
|Lease financing                                        | (1,973)               
|All other                                              | (1)                   
|                                                      
|Total charge offs                                      | (73,271)              
|                                                      
|                                                      
|Recoveries of loans previously charged off:           
|Commercial, financial  and agricultural                | 4,968                 
|Real estate - construction                             | 5                     
|Real estate - mortgage                                 | 1,960                 
|Consumer                                               | 5,786                 
|Lease financing                                        | 275                   
|All other                                              | 737                   
|                                                      
|Total recoveries                                       | 13,731                
|                                                      
|                                                      
|Net loans charged off                                  | (59,540)              
|                                                      
|Additions to reserve charged to operating  expense     | 60,050                
|                                                      
|Balance at end of period                               | $ 213,275             
|                                                      
|Ratio of net charge-offs  to average loans outstanding | 0.50%                 
|                                                      

# ALLOCATION OF RESERVE
FOR LOAN LOSSES

The
reserve for loan losses has been allocated according to the amount deemed to be reasonably
necessary to provide for probable credit losses inherent in the loan portfolio within the
categories of loans set forth in the following table. See Reserve and Provision for
Loan Losses in Managements Discussion and Analysis of Financial
Condition and Results of Operations in the Companys Annual Report for a
discussion of the factors used in determining the adequacy of the reserve for loan losses.

|($ in thousands)                           | 2003      | 2002      | 2001      | 2000      | 1999     
|------------------------------------------ | --------- | --------- | --------- | --------- | ---------
|                                          
|Reserve at end of period:                 
|Commercial, financial and agricultural (1) | $  42,276 | $  55,867 | $  68,390 | $  59,618 | $  46,136
|Real estate - construction                 | 5,482     | 4,580     | 5,376     | 1,728     | 1,419    
|Real estate - mortgage                     | 39,747    | 37,163    | 28,080    | 31,390    | 21,783   
|Consumer                                   | 73,121    | 60,635    | 46,170    | 56,994    | 47,234   
|Not allocated                              | 52,649    | 54,520    | 47,750    | 28,523    | 39,500   
|                                          
|                                           | $213,275  | $212,765  | $195,766  | $178,253  | $156,072 
|                                          
|(1) Includes lease financings             

# MATURITIES OF
LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

The
following table shows large-denomination certificates of deposit as of December 31, 2003
by remaining maturity.

|($ in thousands)                | Domestic    | Foreign 
|------------------------------- | ----------- | --------
|                               
|3 months or less                | $   745,897 | $703,183
|Over 3 months through 6 months  | 370,919     | -       
|Over 6 months through 12 months | 212,575     | -       
|Over 12 months through 5 years  | 426,680     | -       
|Over 5 years                    | 45,242      | -       
|                               
|Total                           | $1,801,313  | $703,183
|                               

# AVAILABLE INFORMATION

The
Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and all amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available free of charge through the
Companys web site as soon as reasonably practicable after such material is
electronically filed or furnished to the SEC. The Companys web site address is
www.hibernia.com.

The
Company has adopted a code of ethics that applies to its principal executive officer;
principal financial officer; and principal accounting officer and controller. This code of
ethics is available on the Companys web site, at www.hibernia.com (under
Corporate, Investor and Media Relations, Company Overview, Corporate Governance) and
is available in print to anyone who requests it. In addition, the following information is
also available at the same location on the Company web site and in print to any
shareholder who requests it: The Companys Corporate Governance Guidelines; charters
for the Companys Audit, Executive Compensation and Board Governance Committees; the
Companys employee Code of Ethics; and the Companys Code of Business Conduct
and Ethics for Members of the Board of Directors. The Companys web site will be
updated, in accordance with applicable SEC or New York Stock Exchange requirements, to
include any changes to, or waivers of, a code of ethics applicable to executive officers
or directors of the Company within five business days.

# FORWARD-LOOKING
STATEMENTS

Statements
in this Form 10-K that are not historical facts should be considered forward-looking
statements with respect to the Company. Forward-looking statements of this type speak only
as of the date of this report. By nature, forward-looking statements involve inherent risk
and uncertainties. Various factors, including, but not limited to, unforeseen local,
regional, national or global events, economic conditions, asset quality, interest rates,
prepayment speeds, servicing costs, loan demand, changes in business or consumer spending,
borrowing or savings habits, competition, stock price volatility, government monetary
policy, anticipated expense levels, changes in laws and regulations, the level of success
of the Companys asset/liability management strategies as well as its marketing,
product development, sales and other strategies, the effect of changes in accounting
policies and practices, as may be adopted by the Financial Accounting Standards Board and
other accounting standard setters, the costs and effects of litigation and unexpected or
adverse outcomes in such litigation, unexpected costs or issues in its expansion or
acquisition plans and changes in the assumptions used in making the forward-looking
statements, could cause actual results to differ materially from those contemplated by the
forward-looking statements and could impact the Companys ability to achieve the
goals described in its mission statement. The Company undertakes no obligation to update
or revise forward-looking statements to reflect subsequent circumstances, events or
information or for any other reason.

# Item 2. PROPERTIES

The
Companys executive offices are located in downtown New Orleans, Louisiana, in the
main office of Hibernia National Bank. The Company leases its main office building and
operations center under the terms of sale/leaseback agreements. The Company and the Bank
consider all properties owned or leased to be suitable and adequate for their intended
purposes and consider the terms of existing leases to be fair and reasonable.

On
December 31, 2003, the Company reported miscellaneous property with a net book value of
$12,190,000. These properties include $11,512,000 of properties acquired from borrowers
either as a result of foreclosures or voluntarily in full or partial satisfaction of
indebtedness previously contracted and $678,000 of duplicate or excess bank-owned
property. See Asset Quality in Managements Discussion and Analysis
of Financial Condition and Results of Operations in the Companys Annual Report
for a further discussion of these properties.

# Item 3. LEGAL PROCEEDINGS

The
Company and its subsidiaries are parties to certain pending legal proceedings arising from
matters incidental to their business. Management is of the opinion that these actions will
not have a material effect on the financial condition, results of operations, or liquidity
of the Company.

# Item X. EXECUTIVE
OFFICERS OF THE REGISTRANT

Following
is a list of executive officers of the Company as of March 1, 2004. Each executive officer
of the Company is elected annually by the Board of Directors and holds his or her position
until the earlier of (a) the meeting of the Board of Directors immediately following the
Annual Meeting of shareholders and the election and qualification of his or her successor
or (b) his or her removal, termination, or resignation from office.

PAUL
J. BONITATIBUS, 54, is President, Consumer and Business Banking, of the Company and
Hibernia National Bank, a position he assumed in May 2003. Prior to that, and since
January 2001, he was Chief Community Banking Executive. Prior to that, from June 2000
until January 2001, Mr. Bonitatibus was Chairman of the Greater New Orleans Region. Before
that, he was President of the Greater New Orleans Market area.

J.
          HERBERT BOYDSTUN, 57, became President and Chief Executive Officer of the
          Company and Hibernia National Bank as of December 17, 2000. Prior to that, since
          June 2000, Mr. Boydstun was Chief Community Banking Officer of the Company and
          Hibernia National Bank. Before that, since 1996, Mr. Boydstun was Chairman of
          the Southwest Region of the Company and Hibernia National Bank. Mr. Boydstun
          served as Southcentral/Northeast Regional Chairman from 1995 to 1996 and as
          Northeast Regional Chairman from August 1994 until 1995. Mr. Boydstun also
          serves on the Boards of Directors of the Company and Hibernia National Bank.

MARSHA
M. GASSAN, 51, serves as Senior Executive Vice President and Chief Financial Officer of
the Company and Hibernia National Bank, positions that she assumed in April 1996. During
1998 and a portion of 1999, Ms. Gassan also served as Treasurer of the Company and
Hibernia National Bank. Prior to April 1996, Ms. Gassan served as Executive Vice
President, General Auditor and manager of Credit Risk Management of the Company and
Hibernia National Bank (from 1994 to 1996), and as Senior Vice President and manager of
Credit Risk Management (from 1992 to 1994).

RUSSELL
S. HOADLEY, 59, serves as Executive Vice President and Chief Public Affairs Officer of the
Company and Hibernia National Bank, positions he assumed in May 2003. Prior to that, since
1994, Mr. Hoadley was Executive Vice President/Employee and Public Relations. From the
time he joined the Company in July 1993 until his promotion in 1994, Mr. Hoadley served as
Senior Vice President/Public Affairs and Marketing for the Company and Hibernia National
Bank.

RANDALL
E. HOWARD, 56, serves as President, Commercial Banking, of the Company and Hibernia
National Bank, a position he assumed in May 2003. Prior to that, from June 2000 to May
2003, he was Chief Commercial Banking Executive of the Company and Hibernia National Bank.
Before that, and since February 1998, Mr. Howard was Chairman of the Southeast Region for
the Company and Hibernia National Bank. Prior to that time, from 1987 to February 1998,
Mr. Howard served as President and Chief Executive Officer of ArgentBank, a Louisiana
banking association headquartered in Thibodaux, Louisiana, which was merged with and into
Hibernia National Bank in early 1998. Mr. Howard was elected to the Boards of Directors of
the Company and Hibernia National Bank on December 20, 2000 to fill a vacancy on the
Board.

ROBERT
M. KOTTLER, 45, serves as Senior Executive Vice President and Chief Sales Support Officer
of the Company and Hibernia National Bank, positions he assumed in May 2003. Prior to
that, and since 1999, he was Executive Vice President and Marketing and Delivery Channel
Manager of the Company and Hibernia National Bank. Before that, he was Senior Vice
President and Small Business Lending and Product Manager of Hibernia National Bank (1994
to 1999), and Vice President and Small Business Banking Service Manager (1988 to 1994).

JAN
M. MACALUSO, 44, serves as Executive Vice President, Controller, Chief Accounting Officer
and Assistant Treasurer of the Company and Executive Vice President and Controller of
Hibernia National Bank, positions she assumed (except for Assistant Treasurer) in May
2003. Prior to that, she was Senior Vice President, Assistant Treasurer and Deputy
Controller of the Company and Senior Vice President and Deputy Controller of Hibernia
National Bank (1999 to 2003), Vice President and Financial Reporting Manager of the
Company and Hibernia National Bank (1995 to 1999), and Assistant Vice President and
Financial Reporting Manager of Hibernia National Bank (1989 to 1995).

RONALD
E. SAMFORD, JR., 51, serves as Senior Executive Vice President and Chief Administrative
Officer, positions he assumed in May 2003. Prior to that, and since 1992, he was Executive
Vice President and Controller of the Company and Hibernia National Bank and Chief
Accounting Officer of the Company.

ROBERT
M. STUART, JR., 47, serves as Senior Executive Vice President and Chief Credit Officer of
the Company and Hibernia National Bank, positions he assumed in May 2003. Prior to that,
he was Executive Vice President and a Regional Commercial Manager of the Company and
Hibernia National Bank (2000 to 2003), and Senior Vice President and a Commercial Banking
Division Manager of Hibernia National Bank (1990 to 2000).

# PART II

# Item 5.  MARKET FOR THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKLHOLDER MATTERS

Recent
Sales of Unregistered Securities.From November 26, 2003 through December 17, 2003, a
total of 41,050 shares of Class A Common Stock were issued from the Companys
treasury in private transactions to a warrantholder pursuant to his exercise of warrants
acquired by him in connection with the Companys acquisition of the Rosenthal Agency
in 2000. The exercise price of the warrants was $13.12 for each share of stock issued
under the warrants. Warrants for 95,444 shares were exercised as a net issuance pursuant
to which shares which otherwise would have been issued in connection with the exercise
were used to pay the purchase price. An aggregate of 54,394 shares were used to pay the
purchase price in such net issuances, leaving an aggregate of 41,050 shares issued. No
underwriters or other securities dealers were used in these transactions. These
transactions were exempt under Section 4(2) of the Securities Act of 1933, as amended, as
a private offering.

# Item 9a. CONTROLS AND
PROCEDURES

As
of December 31, 2003, an evaluation was carried out under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the
Companys disclosure controls and procedures. Based on that evaluation, the
Companys management, including the CEO and CFO, concluded that the Companys
disclosure controls and procedures were effective as of December 31, 2003. There have been
no changes in the Companys internal controls over financial reporting made during
the period covered by this report that have materially affected, or are reasonably likely
to materially affect, the Companys internal controls over financial reporting.

## SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on March 1, 2004
on its behalf by the undersigned, thereunto duly authorized.



HIBERNIA CORPORATION
(Registrant)




By: /s/ J. Herbert Boydstun
J. Herbert Boydstun
President and Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed on March 1, 2004, by the following persons on behalf of the Registrant
and in the capacities indicated.

|/s/ Marsha M. Gassan               | /s/ Jan M. Macaluso                   
|---------------------------------- | --------------------------------------
|Marsha M. Gassan                   | Jan M. Macaluso                       
|Senior Executive Vice President    | Executive Vice President & Controller 
|Chief Financial Officer            | Chief Accounting Officer              
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|J. Herbert Boydstun*, Director     | Elton R. King*, Director              
|E.R. "Bo" Campbell*, Director      | Sidney W. Lassen*, Director           
|Paul Candies*, Director            | Janee Gee Mercadel-Tucker*, Director
|Richard W. Freeman, Jr.*, Director | Ray B. Nesbitt*, Director             
|Dick H. Hearin*, Director          | William C. O'Malley*, Director        
|Randall E. Howard*, Director       | Robert T. Ratcliff*,Director          

*By:     /s/ Cathy E. Chessin
              Cathy E. Chessin
              Attorney-in-fact

|EXHIBIT |  | DESCRIPTION
|------- |  | -----------

|2.1 |  | Agreement and Plan of Merger, dated as of December 1, 2003, between Hibernia Corporation,
Hibernia Acquisition Corporation and Coastal Bancorp, Inc.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 |  | Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1998, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Articles of Incorporation of the Registrant, as amended to
date)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (By-Laws of the Registrant, as amended to date)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 |  | Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended December 31,
1998, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Deferred Compensation Plan for Outside Directors of Hibernia
Corporation and its Subsidiaries, as amended to date)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 |  | Exhibit B to the Registrants definitive proxy statement dated August 17, 1992,
relating to its 1992 Annual Meeting of Shareholders, filed by the Registrant with the
Commission is hereby incorporated by reference (Hibernia Corporation 1987 Stock Option
Plan, as amended to date)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.34 |  | Exhibit C to the Registrants definitive proxy statement dated August 17, 1992,
relating to its 1992 Annual Meeting of Shareholders, filed by the Registrant with the
Commission is hereby incorporated by reference (Long-Term Incentive Plan of Hibernia
Corporation, amended as described in Registrants definitive proxy statement dated
March 19, 1997, relating to its 1997 Annual Meeting of Shareholders filed by the
Registrant with the Commission)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.35 |  | Exhibit 10.35 to the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (1993 Director Stock Option Plan of Hibernia Corporation, as
amended to date)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 |  | Exhibit 10.40 to the Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Split-Dollar Life Insurance Plan of Hibernia Corporation
effective as of July 1996, amended in certain limited respects as described in Appendix A
to Contract Buyout and Separation Agreement referenced in Exhibit 10.46)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41 |  | Exhibit 10.41 to the Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Nonqualified Deferred Compensation Plan for Key Management
Employees of Hibernia Corporation effective as of July 1996)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.42 |  | Exhibit 10.42 to the Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Supplemental Stock Compensation Plan for Key Management
Employees effective as of July 1996)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.43 |  | Exhibit 10.43 to the Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Nonqualified Target Benefit (Deferred Award) Plan of Hibernia
Corporation effective as of July 1996)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.44 |  | Exhibit 10.44 to the Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2000, filed with the Commission by the Registrant (Commission File No. 1-10294) is
hereby incorporated by reference (Form of Change of Control Employment Agreement for
Certain Senior Officers of the Registrant, as amended to date)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.46 |  | Exhibit 10.46 to the Annual Report on Form 10-K for the fiscal year ended December 31,
2000, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Contract Buyout and Separation Agreement by and between
Hibernia Corporation, Hibernia National Bank and Stephen A. Hansel)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.47 |  | Exhibit 10.47 to the Annual Report on Form 10-K for the fiscal year ended December 31,
2000, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Hibernia Corporation 2001 Nonqualified Stock Option Agreement
by and between Hibernia Corporation and Stephen A. Hansel (the form of which is included
as Appendix C to the Contract Buyout and Separation Agreement referenced in Exhibit
10.46))
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.49 |  | Exhibit 10.49 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2002, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Form of Change of Control Agreement for Executive and Certain
Senior Officers of the Registrant)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.51 |  | Exhibit 10.51 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Forms of Indemnification Agreements by and
between Hibernia Corporation and the directors of Hibernia Corporation)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.52 |  | Exhibit 10.52 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Amendment No. 1 to the Hibernia Corporation
Deferred Compensation Plan for Key Management Employees effective as of October 22, 2002)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.53 |  | Exhibit 10.53 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Amendment No. 1 to the Hibernia Corporation
Supplemental Stock Compensation Plan for Key Management Employees effective as of October
22, 2002)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.54 |  | Exhibit 10.54 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Amendment No. 1 to the Hibernia Corporation
Deferred Award Plan effective as of October 22, 2002)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.55 |  | Exhibit  10.55 to the Annual  Report on Form 10-K (as amended) for the fiscal year ended  December 31, 2002,
filed with the  Commission  by the  Registrant  (Commission  File No.  1-10294)  is hereby  incorporated  by
reference  (Employment  Agreement  by and among J.  Herbert  Boydstun,  Hibernia  Corporation  and  Hibernia National
Bank effective as of December 1, 2002)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.56 |  | Exhibit 10.56 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Amendment to the Hibernia Corporation
Long-Term Incentive Plan effective as of November 19, 2002)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.57 |  | Exhibit 10.57 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Amendment to the Hibernia Corporation
Long-Term Incentive Plan effective as of February 26, 2003)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.59 |  | Appendix A to the Registrants definitive proxy statement dated March 17, 2003,
relating to its 2003 Annual Meeting of Shareholders, filed by the Registrant with the
Commission, is hereby incorporated by reference (Hibernia Corporation 2003 Long-Term
Incentive Compensation Plan)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.60 |  | Exhibit 10.60 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2003, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Early Retirement Agreement executed as of June 3, 2003, by and
among Richard G. Wright, Hibernia Corporation and Hibernia National Bank)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.61 |  | Exhibit 10.61 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2003, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
incorporated by reference (Business Protection Agreement executed as of June 3, 2003, by
and among Richard G. Wright, Hibernia Corporation and Hibernia National Bank (the form of
which is included as Appendix A to the Early Retirement Agreement referenced in Exhibit
10.60))
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.62 |  | Exhibit 10.62 to the Quarterly  Report on Form 10-Q for the fiscal  quarter ended June 30, 2003,  filed with
the Commission by the Registrant  (Commission File No. 1-10294) is hereby  incorporated by reference (Status
Change Agreement and Status Change Agreement  Acknowledgment  and Acceptance dated May 27, 2003, by Hibernia
Corporation and Hibernia National Bank and K. Kirk Domingos III)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.63 |  | Exhibit 10.63 to the Quarterly  Report on Form 10-Q for the fiscal quarter ended  September 30, 2003,  filed
with the Commission by the Registrant  (Commission  File No.  1-10294) is hereby  incorporated  by reference
(Amendment  No. 1 to  Employment  Agreement,  effective  as of  October  1,  2003,  by and among J.  Herbert
Boydstun, Hibernia Corporation and Hibernia National Bank)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.64 |  | Executive Bonus Insurance Plan of Hibernia Corporation effective as of January 1, 2004
|----- |  | --------------------------------------------------------------------------------------

|13 |  | 2003  Annual  Report to  security  holders of  Hibernia  Corporation  (excluding  the  portions  thereof not
incorporated by reference in this report)
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|21 |  | Exhibit 21 to the Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 2002, filed with the Commission by the Registrant (Commission File No.
1-10294) is hereby incorporated by reference (Subsidiaries of the Registrant)
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|23 |  | Consent of Independent Auditors
|-- |  | -------------------------------

|24 |  | Powers of Attorney
|-- |  | ------------------

|31 |  | Certifications   Pursuant  to  Rule   13a-14(a)/15d-14(a)  (as  adopted  pursuant  to  Section  302  of  the
Sarbanes-Oxley Act of 2002)
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|32 |  | Certifications  Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002)
|-- |  | -------------------------------------------------------------------------------------------------------------------------

|99.1 |  | Exhibit 99.1 to the Annual Report on Form 10-K (as amended) dated June 25, 2003, filed
with the Commission, is hereby incorporated by reference (Annual Report of the Retirement
Security Plan for the fiscal year ended December 31, 2002)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.2 |  | Exhibit 99.2 to the Annual Report on Form 10-K (as amended) dated June 25, 2003, filed
with the Commission, is hereby incorporated by reference (Annual Report of the Employee
Stock Ownership Plan and Trust for the fiscal year ended December 31, 2002)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------