SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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, 1999 Commission file No. 1-10294

                              HIBERNIA CORPORATION
             (Exact name of registrant as specified in its charter)

                              LOUISIANA 72-0724532
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

               313 CARONDELET STREET, NEW ORLEANS, LOUISIANA 70130
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (504) 533-5332

          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. [ ]

          State the aggregate market value of the voting stock held by
           non-affiliates of the Registrant as of February 29, 2000.

               Class A Common Stock, no par value $1,387,577,899

           State the aggregate number of shares outstanding of each of
        the Registrant's classes of common stock as of February 29, 2000.

                Class A Common Stock, no par value - 160,163,628

                  DOCUMENTS INCORPORATED BY REFERENCE
Portions of the  Registrant's  annual report to shareholders  for the year ended
December 31,  1999 are  incorporated  by  reference  into Parts I and II of this
Report.

Portions of the Registrant's  definitive  proxy  statement,  which will be filed
within 120 days of December 31, 1999,  are  incorporated  by reference into Part
III of this Report.

<PAGE>

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

Item 1    Business                                                             *
Item 2    Properties                                                           *
Item 3    Legal Proceedings                                                    *
Item 4    Submission of Matters to a Vote of Security Holders               None
Item X    Identification of Executive Officers                                 *


PART II

Item 5    Market of the Registrant's Common Equity and Related
                   Stockholder Matters                                       ***
Item 6    Selected Financial Data                                            ***
Item 7    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                       ***
Item 7a   Qualitative and Quantitative Disclosures About Market Risk         ***
Item 8    Financial Statements and Supplementary Data                        ***
Item 9    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure                      None

PART III (1)

Item 10   Directors and Executive Officers of the Registrant
Item 11   Executive Compensation
Item 12   Security Ownership of Certain Beneficial Owners and Management
Item 13   Certain Relationships and Related Transactions

PART IV

Item 14   Exhibits, Financial Statement Schedules and Reports on Form 8-K
          (a)  Financial Statements
                      Report of Independent Auditors                         ***
                      Hibernia Corporation and Subsidiaries:
                              Consolidated Balance Sheets - December 31,
                                 1999 and 1998                               ***
                              Consolidated Income Statements - Years
                                 Ended December 31, 1999, 1998 and 1997      ***
                              Consolidated Statements of Changes in
                                  Shareholders' Equity - Years Ended
                                  December 31, 1999, 1998 and 1997           ***
                              Consolidated Statements of Cash Flows - Years
                                  Ended December 31, 1999, 1998 and 1997     ***
                              Notes to Consolidated Financial Statements     ***

          (b)  Reports on Form 8-K                                            **
                       Item 5 Other Event        January 26, 2000

          (c)  Exhibits                                                       **

  * This  information  is included in the  Form 10-K and is not incorporated  by
    reference to the Annual Report.

 ** Reports  on Form  8-K  and  Exhibits  have  been  separately  filed with the
    Commission.

*** This information is included in EX-13.

(1) The  material   required  by   Items  10  through  13  is  incorporated   by
reference to the Company's  definitive  Proxy Statement which will be filed with
the  Commission  within 120 days of December 31, 1999;  however,  the "Report of
Executive Compensation  Committee" and the "Performance Graph" contained therein
are not incorporated herein by reference.

<PAGE>

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, as of
December  31,  1999,  was the  largest  publicly  traded  bank  holding  company
headquartered  in Louisiana  with assets of $15.3  billion and deposits of $11.9
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.  Effective  January  1,  1999,  Hibernia
National Bank of Texas (formerly  Texarkana National Bank which was chartered as
a national banking  association in 1887 and acquired by the Company in 1996) was
merged  with and  into the Bank  resulting  in the  Company  operating  a single
depository  institution  in all of its  markets.  In addition  to the Bank,  the
Company  also owns three  nonbank  subsidiaries:  Hibernia  Capital  Corporation
(HCC), Zachary Taylor Life Insurance Company (Zachary Taylor) and First National
Company  of  Marshall,  Inc.  (First  National).  HCC  is a  Louisiana  business
corporation  organized  in 1995  and  licensed  as a small  business  investment
company to provide  private  equity  investments  to small  businesses.  Zachary
Taylor is a Louisiana business  corporation  organized in 1952 and licensed as a
life insurance company.  Zachary Taylor is currently  inactive,  and the Company
has an  agreement  with the  Federal  Reserve  Bank of Atlanta  that it will not
permit  Zachary  Taylor to  engage  in any  business  without  prior  regulatory
approval. First National is an inactive subsidiary and holds no assets.

     As of December 31, 1999 the Company  operated  250 banking  locations in 33
Louisiana  parishes and 13 Texas  counties and a mortgage  loan  production  and
retail brokerage services office in the southwestern part of Mississippi. During
1999 the Company completed a merger with MarTex  Bancshares,  Inc. in East Texas
which was  accounted  for as a pooling of  interests.  Additionally  in 1999 the
Company  purchased  the assets  and  assumed  the  liabilities  of the  Beaumont
branches  of Chase  Bank of  Texas,  N.A.  These  transactions  resulted  in the
addition of $785 million in assets and 13 banking  offices.  In 1998 the Company
completed  four mergers,  three in Louisiana  and one in East Texas,  which were
accounted for as poolings of interests.  The Company  completed two mergers with
East Texas  financial  institutions in 1997 which were accounted for as poolings
of interests.

     The  Company  offers a broad  array of  financial  products  and  services,
including  retail,  small  business,  commercial,  international,  mortgage  and
private  banking;  leasing;  factoring;  private equity  investments;  corporate
finance;  treasury  management;  trust  and  investment  management;   insurance
products; retail brokerage; and 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.

     The Bank, through its wholly-owned  subsidiary,  Hibernia Insurance Agency,
L.L.C.  (HIA),  sells, as agent, fixed annuities and life,  health,  disability,
automobile,  homeowner, and commercial property and casualty insurance.  Through
another wholly-owned subsidiary,  Hibernia Insurance  Agency of Texas, Inc., the
Bank also sells,  as agent,  fixed  annuities  in Texas.  Hibernia  Investments,
L.L.C.  (formerly Hibernia Investment  Securities,  Inc.),  another wholly-owned
subsidiary  of the Bank,  provides  retail  and  discount  securities  brokerage
services. Hibernia Investments,  L.L.C. is a registered broker-dealer and member
of the National Association of Securities Dealers, Inc.

     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 reportable operating segments are Commercial Banking, Small
Business Banking,  Consumer Banking,  and Investments and Public Funds.  Further
segment  information is included in Note 24 of Notes to  Consolidated  Financial
Statements in the Company's Annual Report.

     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.

     The Company continuously  evaluates its reserve for loan losses to maintain
an adequate  level to absorb  probable  losses  inherent in the loan  portfolio.
Reserves on impaired  loans are based on discounted  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.  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  judgementally  determined,
generally  serves to compensate for the  uncertainty in estimating  loan losses,
including  the  possibility  of changes in risk  ratings  and  specific  reserve
allocations.  It 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,  the reserve  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. 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 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.

     The Company  anticipates that the intensity of competition  among financial
institutions will be increased when the provisions of the Gramm-Leach-Bliley Act
(GLBA) become fully  effective  and the  regulations  implementing  the GLBA are
issued by the Board of Governors of the Federal  Reserve System (FRB).  The GLBA
permits banks,  securities firms, and insurance  companies to affiliate under an
entity to be known as a "financial  holding  company" which could then serve its
customers'  varied  financial needs through a single  corporate  structure.  The
Company  expects  to  become a  financial  holding  company  at such time as the
provisions  pertaining  to such  entities  become  effective  in  order  to take
advantage of the opportunities afforded under the GLBA.

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 FRB.
The  Bank  is  subject  to  regulation  and  examination  by the  Office  of the
Comptroller  of the  Currency  (OCC).  HCC is  regulated  by the Small  Business
Administration. Zachary Taylor and HIA are regulated by the Louisiana Department
of Insurance. The Texas Department of Insurance performs a similar function with
respect to  Hibernia  Insurance  Agency of Texas,  Inc.,  whose  activities  are
currently  limited to the sale,  as agent,  of credit life  insurance  and fixed
annuities in Texas. Hibernia Investments,  L.L.C. is 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.
At such  time as the  provisions  of the GLBA  become  fully  effective  and the
Company becomes a financial  holding  company,  the Company  anticipates that it
would be 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 would continue to be the
primary  "umbrella"  regulator of financial  holding  companies,  the GLBA would
limit 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,   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.

     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  (which is the rate banks  charge  each other for  overnight
borrowings), and changes in reserve requirements on bank deposits.
<PAGE>

LOAN PORTFOLIO

     The amounts and percentages of loans outstanding by type are as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                           December 31
------------------------------------------------------------------------------------------------------------------------------------
($ in thousands)                        1999                1998                1997                1996                1995
------------------------------------------------------------------------------------------------------------------------------------
                                             % of                % of                % of                % of                % of
                                 Amount     Total    Amount     Total    Amount     Total    Amount     Total    Amount     Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>    <C>          <C>    <C>          <C>    <C>          <C>    <C>          <C>
Commercial, financial
  and agricultural ...........   $ 3,213,764   30%   $ 3,219,516   33%   $ 2,526,628   30%   $ 1,864,371   27%   $ 1,394,465   26%

Real estate - construction ...       155,200    1        178,389    2        119,110    2         91,390    2         51,085    1

Real estate - mortgage .......     4,979,180   46      4,328,788   44      3,880,342   46      3,190,662   46      2,560,770   48

Consumer .....................     1,978,303   18      1,628,714   16      1,506,594   18      1,517,046   22      1,272,250   23

Lease financing ..............       102,677    1         32,869    -         31,031    -         16,162    -              -    -

All other ....................       427,552    4        518,918    5        323,524    4        214,849    3        110,857    2
------------------------------------------------------------------------------------------------------------------------------------
                                 $10,856,676  100%   $ 9,907,194  100%   $ 8,387,229  100%   $ 6,894,480  100%   $ 5,389,427  100%
====================================================================================================================================
</TABLE>


SELECTED LOAN MATURITIES

     The following  table shows selected  categories of loans  outstanding as of
December 31, 1999, 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.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                        Maturing
----------------------------------------------------------------------------------------------------------------
                                                                 After One
                                                  Within        But Within           After
($ in thousands)                                One Year        Five Years      Five Years           Total
----------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>             <C>             <C>
Commercial, financial and
  agricultural ............................   $1,293,919        $1,626,466      $  293,379      $3,213,764

Real estate - construction ................       96,085            46,822          12,293         155,200
----------------------------------------------------------------------------------------------------------------
                                              $1,390,004        $1,673,288      $  305,672      $3,368,964
================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                              Interest Sensitivity
-----------------------------------------------------------------------------------------------
                                                            Fixed                Variable
                                                             Rate                    Rate
-----------------------------------------------------------------------------------------------
<S>                                                    <C>                     <C>
Due after one but within five years ...........        $  360,821              $1,312,467

Due after five years ..........................           117,214                 188,458
-----------------------------------------------------------------------------------------------
                                                       $  478,035              $1,500,925
===============================================================================================
</TABLE>

<PAGE>

SUMMARY OF LOAN LOSS EXPERIENCE

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                        Year Ended December 31
------------------------------------------------------------------------------------------------------------------------------
($ in thousands)                                    1999            1998            1997            1996            1995
------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>             <C>
Balance of reserve for
  loan losses
  at beginning of period ..................    $ 130,347       $ 126,557       $ 146,097       $ 167,505       $ 172,958

Addition due to purchase
  transactions ............................        3,035               -             479           6,413             726

Transfer due to securitizations ...........         (182)              -               -               -               -

Loans charged off:
  Commercial, financial,
    and agricultural ......................      (53,427)        (11,262)        (11,420)         (6,137)         (6,287)
  Real estate - construction ..............           (7)           (151)            (50)            (76)            (14)
  Real estate - mortgage ..................       (3,995)         (4,404)         (5,392)         (2,697)         (5,229)
  Consumer ................................      (22,988)        (24,917)        (29,294)        (27,411)        (14,775)
  Lease financings ........................         (172)              -               -               -               -
  All other ...............................       (2,777)           (154)           (261)           (339)            (72)
------------------------------------------------------------------------------------------------------------------------------
    Total loans charged off ...............      (83,366)        (40,888)        (46,417)        (36,660)        (26,377)

Recoveries of loans
  previously charged off:
  Commercial, financial,
    and agricultural ......................        4,154           3,031           3,854           6,915           7,991
  Real estate - construction ..............          292             470             103             138             235
  Real estate - mortgage ..................        6,618           6,542           8,647           5,357           5,873
  Consumer ................................        7,326           7,120          10,118           7,890           5,252
  All other ...............................           48             289             243             426             114
------------------------------------------------------------------------------------------------------------------------------
    Total recoveries ......................       18,438          17,452          22,965          20,726          19,465
------------------------------------------------------------------------------------------------------------------------------
Net loans charged off .....................      (64,928)        (23,436)        (23,452)        (15,934)         (6,912)

 Additions to reserve
  charged to operating
  expense .................................       87,800          27,226           3,433         (11,887)            733
------------------------------------------------------------------------------------------------------------------------------
Balance at end of period ..................    $ 156,072       $ 130,347       $ 126,557       $ 146,097       $ 167,505
==============================================================================================================================
Ratio of net charge-offs
  to average loans outstanding ............         0.62%           0.26%           0.31%           0.26%           0.14%
==============================================================================================================================
</TABLE>

<PAGE>

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 table
below.  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  which  influence  management's
judgment in determining the adequacy of the reserve for loan losses.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
($ in thousands) ..............         1999         1998         1997         1996         1995
------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>          <C>          <C>
Reserve at end of period:
   Commercial, financial and
      agricultural (1) ........     $ 46,136     $ 27,797     $ 19,024     $ 18,823     $ 33,135
   Real estate - construction..        1,419          952          718          698          675
   Real estate - mortgage .....       21,783       13,709       18,511       22,280       43,506
   Consumer ...................       47,234       50,215       53,464       63,646       36,681
   Unallocated ................       39,500       37,674       34,840       40,650       53,508
------------------------------------------------------------------------------------------------------
                                    $156,072     $130,347     $126,557     $146,097     $167,505
======================================================================================================
----------------
(1) Includes lease financings
</TABLE>


MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

     The following table shows large-denomination  certificates of deposit as of
December 31, 1999 by remaining maturity.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
($ in thousands)                           Domestic          Foreign
--------------------------------------------------------------------------
<S>                                      <C>              <C>
3 months or less ..................      $  985,727       $  362,723
Over 3 months through 6 months.....         393,643                -
Over 6 months through 12 months....         512,819                -
Over 12 months through 5 years.....         181,266                -
Over 5 years ......................          12,517                -
--------------------------------------------------------------------------
     Total ........................      $2,085,972       $  362,723
==========================================================================
</TABLE>


FORWARD-LOOKING STATEMENTS
     Statements in this Report 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 10-K.
By nature,  forward-looking  statements involve inherent risk and uncertainties.
Various  factors,  including,  but not limited to,  economic  conditions,  asset
quality,  interest  rates,  loan demand 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.


<PAGE>

ITEM 2.  PROPERTIES

     The  Company's  executive  offices  are located in  downtown  New  Orleans,
Louisiana,  in the downtown branch 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, 1999 the Company reported miscellaneous property with a net
book value of $11,907,000.  These  properties  include  $7,710,000 of properties
acquired from  borrowers  either as a result of  foreclosures  or voluntarily in
full  or  partial  satisfaction  of  indebtedness   previously   contracted  and
$4,197,000 of duplicate or excess  bank-owned  premises.  See "Asset Quality" in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in the Registrant's  Annual Report for a further  discussion of these
properties.

ITEM 3.  LEGAL PROCEEDINGS

     The Company and the Bank 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.


<PAGE>

ITEM X.  IDENTIFICATION OF EXECUTIVE OFFICERS

     Each  executive  officer of the Company holds his or her position until the
earlier of (a) their removal or resignation from office,  (b) their successor is
appointed by the Board of  Directors,  or (c) such time that the Board no longer
deems their position to be that of an executive officer.

     J. HERBERT  BOYDSTUN,  54, Chairman of the Southwest  Region of the Company
and Hibernia National Bank, assumed those responsibilities in 1996. Mr. Boydstun
is also  responsible  for the  Company's  operations  in  Southeast  Texas.  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.

     E.R. "BO"  CAMPBELL,  58, is Vice Chairman of the Board of Directors of the
Company and Hibernia  National  Bank.  Mr.  Campbell also served on the Board of
Directors  of Hibernia  National  Bank of Texas,  and as its  Chairman  during a
portion of 1998,  until that bank was merged into Hibernia  National  Bank.  Mr.
Campbell  served as Northern  Regional  Chairman  of the  Company  and  Hibernia
National Bank from January 1995 until 1997.

     K. KIRK DOMINGOS III, 58, Senior Executive Vice President/Retail  Arena and
Technology   of  the  Company  and  Hibernia   National   Bank,   assumed  those
responsibilities in September 1997. Mr. Domingos is responsible for the consumer
and  business  banking  product  lines and  various  business  lines,  primarily
consumer  related.  He  also  has  responsibility  for  certain   administrative
functions of the Company.  Mr.  Domingos has been employed by the Company and/or
its subsidiaries  since August 1975 and assumed the position of Senior Executive
Vice President  responsible for Support Services in August 1994 and the position
of Executive Vice President and  Administrative  Executive of Hibernia  National
Bank in August 1991.

     B.D. FLURRY,  58, serves as Chairman of the Northern Region for the Company
and Hibernia  National  Bank,  a position he assumed in 1997 and which  includes
responsibility for the Company's  operations in Northeast Texas. Mr. Flurry also
served on the Board of Directors of Hibernia  National  Bank of Texas until that
bank was merged into Hibernia  National Bank.  From January 1995 until 1997, Mr.
Flurry  served as the  president  of the  Northern  Region for the  Company  and
Hibernia National Bank. Mr. Flurry assumed primary  responsibility for oversight
of the Northeast Texas market at year-end 1996.

     MARSHA M. GASSAN,  47, serves as Senior  Executive Vice President and Chief
Financial Officer of the Company and Hibernia National Bank, positions which 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).

     STEPHEN A. HANSEL,  52, serves as President and Chief Executive  Officer of
the Company and  Hibernia  National  Bank,  positions  which he assumed in March
1992.  Mr.  Hansel  also  serves on the Boards of  Directors  of the Company and
Hibernia National Bank.

     RUSSELL S. HOADLEY,  55, serves as Executive  Vice  President/Employee  and
Public  Relations  for the Company and  Hibernia  National  Bank,  a position he
assumed  in 1994.  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.

     RANDALL E. HOWARD,  52, serves as Chairman of the Southeast  Region for the
Company and Hibernia National Bank. Mr. Howard has served in that position since
February 1998. 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 the Company in early 1998.

     SCOTT P. HOWARD,  52, serves as Senior Executive Vice  President/Commercial
Arena for the Company and Hibernia National Bank and has served in that position
since March 1996. From May 1992 until March 1996, Mr. Howard served as Executive
Vice President/Corporate and International Banking for Hibernia National Bank.

     RONALD  E.  SAMFORD,  JR.,  47,  serves as  Executive  Vice  President  and
Controller  of the  Company  and  Hibernia  National  Bank and Chief  Accounting
Officer of the Company, which positions he has held since November 1992.

     RICHARD G. WRIGHT,  50, serves as Senior Executive Vice President and Chief
Credit  Officer of the Company, a position  which he assumed in March 1996.  Mr.
Wright is also responsible for credit services,  which includes loan operations.
From August  1994  until  March  1996,  Mr. Wright  served  as  Executive   Vice
President/Credit  Policy and Analysis of Hibernia  National  Bank,  and from the
time he joined the Company in May 1992 until  August  1994,  he served as Senior
Vice President in the Credit and Asset Quality area of Hibernia National Bank.

Part IV
ITEM 14.  EXHIBITS

 EXHIBIT  DESCRIPTION

    3.1  Exhibit 3.1 to the  Quarterly  Report on Form 10-Q (as amended) for the
         fiscal  quarter ended June 30, 1998,  filed with the  Commission by the
         Registrant  (Commission  File No.  0-7220)  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,  1996,  filed  with  the  Commission  by  the  Registrant
         (Commission  File No. 0-7220) 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.  0-7220)  is  hereby  incorporated  by  reference
         (Deferred   Compensation   Plan  for  Outside   Directors  of  Hibernia
         Corporation and its Subsidiaries, as amended to date)

   10.14 Exhibit  10.14 to the Annual  Report on Form 10-K for the  fiscal  year
         ended  December 31, 1990,  filed with the  Commission by the Registrant
         (Commission  File No.  0-7220)  is  hereby  incorporated  by  reference
         (Hibernia Corporation Executive Life Insurance Plan)

   10.16 Exhibit 4.7 to the  Registration  Statement  on Form S-8 filed with the
         Commission  by the  Registrant  (Registration  No.  33-26871) 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)

   10.35 Exhibit A to the  Registrant's  definitive  proxy statement dated March
         23, 1993 relating to its 1993 Annual Meeting of  Shareholders  filed by
         the Registrant with the Commission is hereby  incorporated by reference
         (1993 Director Stock Option Plan of Hibernia Corporation)

   10.36 Exhibit 10.36 to  the Registrant's  Annual Report on  Form 10-K for the
         fiscal   year  ended   December  31, 1993  filed  with  the  Commission
         (Commission  file  no. 0-7220)  is  hereby  incorporated  by  reference
         (Employment   Agreement   between   Stephen  A.  Hansel  and   Hibernia
         Corporation)

   10.38 Employment   Agreement   between   E.R.  "Bo"  Campbell  and   Hibernia
         Corporation

   10.39 Exhibit 10.39 to the  Registrant's Annual Report  on Form 10-K  for the
         fiscal  year  ended   December  31,  1996  filed  with  the  Commission
         (Commission  File  No.  0-7220) is  hereby  incorporated  by  reference
         (Employment  Agreement between  B.D.  Flurry and  Hibernia Corporation)

   10.40 Exhibit  10.40 to the  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1996  filed  with  the  Commission
         (Commission  File No.  0-7220)  is  hereby  incorporated  by  reference
         (Split-Dollar Life Insurance Plan of Hibernia Corporation  effective as
         of July 1996)

   10.41 Exhibit  10.41 to the  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1996  filed  with  the  Commission
         (Commission  File No.  0-7220)  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  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1996  filed  with  the  Commission
         (Commission  File No.  0-7220)  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  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1996  filed  with  the  Commission
         (Commission   No.   0-7220)  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 Registrant's Quarterly Report on Form 10-Q for the
         fiscal   quarter  ended  June  30,  1999  filed  with  the   Commission
         (Commission  No. 0-7220) is hereby  incorporated  by reference (Form of
         Change  of  Control  Employment  Agreement  for  Executive  and  Senior
         Officers of the Registrant, as amended to date)

   10.45 Exhibit  10.45  to  the  Registrant's  Annual  Report  on Form 10-K (as
         amended)  for the fiscal year ended  December  31, 1997  filed with the
         Commission (Commission  No. 0-7220) is hereby incorporated by reference
         (Employment   Agreement  between   Randall  A.  Howard   and   Hibernia
         Corporation)

   13    Exhibit  13 to the  Registrant's  Annual  Report  on Form  10-K for the
         fiscal year ended  December  31, 1999 (1999  Annual  Report to security
         holders of Hibernia Corporation).

   21    Subsidiaries of the Registrant

   23    Consent of Independent Auditors

   27    Financial Data Schedule

   99.1  Exhibit  99.1 to the Annual  Report  on  Form 10-K  dated  May 28, 1999
         filed with the Commission is hereby  incorporated by reference  (Annual
         Report  of the  Retirement  Security  Plan for the  fiscal  year  ended
         December 31, 1998)

   99.2  Exhibit  99.2 to the Annual  Report  on  Form 10-K  dated  May 28, 1999
         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, 1998)
<PAGE>



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
its behalf by the undersigned, thereunto duly authorized.

                                           HIBERNIA CORPORATION
                                               (Registrant)




                                           /s/ Stephen A. Hansel
                                           Stephen A. Hansel, President and
                                           Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed on March 13, 2000, by the following  persons on behalf of
the Registrant and in the capacities indicated.



/s/ Marsha M. Gassan                       /s/ Ronald E. Samford, Jr.
Marsha M. Gassan                           Ronald E. Samford, Jr.
Senior Executive Vice President            Executive Vice President & Controller
Chief Financial Officer                    Chief Accounting Officer


Robert H. Boh*, Director                   Donald J. Nalty*, Director
J. Herbert Boydstun*, Director             Ray B. Nesbitt*, Director
E.R. "Bo" Campbell*, Director              William C. O'Malley*, Director
Richard W. Freeman, Jr.*, Director         James R. Peltier*, Director
Stephen A. Hansel*, Director               Robert T. Ratcliff*, Director
Dick H. Hearin*, Director                  Janee M. Tucker*, Director
Robert T. Holleman*, Director              Virginia E. Weinmann*, Director
Elton R. King*, Director                   Robert E. Zetzmann*, Director
Sidney W. Lassen*, Director



*By:     /s/ Gary L. Ryan
         Gary L. Ryan
         Attorney-in-fact