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, 1997          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 28, 1998.

                Class A Common Stock, no par value $2,828,875,480

               State the aggregate number of shares outstanding of
             each of the Registrant's classes of common stock as of
                               February 28, 1998.

                Class A Common Stock, no par value - 148,282,810

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  annual report to shareholders  for the year ended
December  31, 1997 are  incorporated  by  reference  into Parts I and II of this
Report.

Portions of the  Registrant's  definitive  proxy  statement,  which was filed on
March 20, 1998, 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
from 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 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,
                                     1997 and 1996                          ***
           Consolidated Income Statements - Years
                                     Ended December 31, 1997, 1996 and 1995 ***
           Consolidated Statements of Changes in
                                       Shareholders' Equity - Years Ended
                                       December 31, 1997, 1996 and 1995     ***
           Consolidated Statements of Cash Flows -
             Years Ended December 31, 1997, 1996 and 1995                   ***
                                 Notes to Consolidated Financial Statements    
            (b)  Reports on Form 8-K                                         **
                          Item 5 Other Event        September 22, 1997
                          Item 5 Other Event        October 28, 1997
                          Item 5 Other Event        January 12, 1998
                          Item 5 Other Event        March 4, 1998
            (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 filed with the Commission on March 20,
1998,  however,  the  "Report  of  Executive  Compensation  Committee"  and  the
"Performance Graph" contained therein are not incorporated herein by reference.

PART I


ITEM 1. BUSINESS

         Hibernia  Corporation  (Company) is a bank holding company organized in
1972 and,  as of  December  31,  1997,  was the  largest  bank  holding  company
headquartered  in  Louisiana  with assets of $11.0  billion and deposits of $8.6
billion.  The Company  operates two  wholly-owned  bank  subsidiaries.  Hibernia
National Bank was  chartered in Louisiana in 1933 and Hibernia  National Bank of
Texas,  formerly The Texarkana National Bank, was chartered in 1887 (Banks).  On
December 31, 1996, the Company reentered the Texas market by acquiring Texarkana
National  Bancshares,  Inc., the holding company of The Texarkana National Bank.
In  addition  to the bank  subsidiaries,  the  Company  also  owns  two  nonbank
subsidiaries,  Hibernia  Capital  Corporation  (HCC)  and  Zachary  Taylor  Life
Insurance Company (Zachary Taylor).  HCC is a licensed Small Business Investment
Company formed in 1995 to provide  equity  capital and long-term  loans to small
businesses.  Zachary  Taylor  is  currently  inactive,  and the  Company  has an
agreement  with the Federal  Reserve  Bank whereby the Company will not actively
operate this  subsidiary as an insurance  company  without Federal Reserve Board
approval.

         As of December 31, 1997 the Company  operated 202 banking  locations in
29 Louisiana  parishes and five Texas  counties.  In February  1997, the Company
established  a mortgage  loan  introduction  and  brokerage  services  office in
Southwestern  Mississippi.  During 1997, the Company  completed mergers with two
East Texas  institutions with combined assets of $254 million and seven offices.
Since the beginning of 1994, 17 mergers have been  completed  involving 19 banks
with combined assets of $3.7 billion and 121 offices.  Two mergers  completed in
1997,  three  mergers in 1996 and all  mergers  completed  in 1995 and 1994 were
accounted for as poolings of interests. Two additional mergers completed in 1996
were accounted for as purchase transactions.

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

         The Company  also  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, currency and commodity
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. At December
31, 1997, the Company performed mortgage  servicing,  which includes  acceptance
and  application  of  mortgage  loan  and  escrow  payments,   for  over  42,000
residential loans.

         In  addition,  the  Company  offers a  variety  of  agency,  fiduciary,
investment advisory,  employee benefit and custodial services. Hibernia National
Bank through Hibernia  Insurance Agency,  L.L.C.  sells fixed annuities and life
and health  insurance in retail  markets.  The Company also provides  retail and
discount  brokerage  services  through a  wholly-owned  subsidiary  of  Hibernia
National Bank, Hibernia Investment Securities, Inc. (HISI). HISI is a registered
broker-dealer and member of the National Association of Securities Dealers, Inc.

COMPETITION

         The financial services industry in which the Company operates is highly
competitive.  The Banks  compete  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 Banks  compete  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 brokers, and governmental agencies. These competitors are
actively  engaged  in  marketing  various  types  of  loans,  commercial  paper,
short-term obligations, investments and other services.

SUPERVISION AND REGULATION

         The banking  industry is extensively  regulated  under both federal and
state law. The Company is subject to regulation  under the Bank Holding  Company
Act of 1956 (BHCA) and to  supervision  by the Board of Governors of the Federal
Reserve System (FRB). The BHCA requires the Company to obtain the prior approval
of  the  FRB  for  bank  acquisitions,  limits  the  acquisition  of  shares  of
out-of-state banking  organizations unless permitted by state law and prescribes
limitations on the nonbanking  activities of the Company.  The Banks are subject
to regulation and  examination by the Office of the  Comptroller of the Currency
(OCC).

         The  Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991
(FDICIA)  further  expanded  the  regulatory  and  enforcement  powers  of  bank
regulatory  agencies.   Among  the  significant  provisions  of  FDICIA  is  the
requirement  that bank  regulatory  agencies  prescribe  standards  relating  to
internal controls, information systems, loan documentation, credit underwriting,
interest rate exposure, asset growth,  compensation,  fees and benefits.  FDICIA
mandates annual examinations of banks by their primary regulators.

         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.

         HISI is  regulated  by the  Securities  and  Exchange  Commission,  the
National  Association of Securities  Dealers,  Inc., and the Louisiana Office of
Financial  Institutions  through the Deputy  Commissioner of Securities.  HCC is
regulated by the Small Business  Administration.  Zachary Taylor is regulated by
the Louisiana Commissioner of Insurance. The Louisiana Commissioner of Insurance
also  regulates the licensing of Hibernia  Insurance  Agency,  L.L.C.  and those
persons  engaged in the sale of insurance  products.  The Texas  Commissioner of
Insurance performs a similar function in Texas,  although Hibernia National Bank
of Texas is not currently  engaged in the types of  activities  regulated by the
Texas Commissioner of Insurance other than the sale of credit life insurance.

LOAN PORTFOLIO

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
($ in thousands)                      1997               1996                  1995                1994                  1993
------------------------------------------------------------------------------------------------------------------------------------
                                          % 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 .......  $2,370,670     31%   $1,735,112     28%    $1,294,622     27%   $  954,207     24%   $  809,338     23%

Real estate - construction      94,483      1        70,657      1         38,572      1        55,886      1        51,418      1

Real estate - mortgage ...   3,410,521     45     2,756,842     45      2,211,691     46     1,905,617     49     1,856,467     54

Consumer .................   1,354,715     18     1,375,971     22      1,166,142     24       887,751     23       652,302     19

Lease financing ..........      31,031      1        16,162      -              -      -             -      -             -      -

All other ................     318,831      4       211,159      4        108,528      2       102,465      3       100,969      3
------------------------------------------------------------------------------------------------------------------------------------
                            $7,580,251    100%   $6,165,903    100%    $4,819,555    100%   $3,905,926    100%   $3,470,494    100%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


SELECTED LOAN MATURITIES

         The following table shows selected  categories of loans  outstanding as
of  December  31,  1997,  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 ...........     $  741,720     $1,159,220     $  469,730     $2,370,670

Real estate - construction         61,812         28,666          4,005         94,483
------------------------------------------------------------------------------------------
                               $  803,532     $1,187,886     $  473,735     $2,465,153
==========================================================================================
</TABLE>



<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                                             Interest Sensitivity
-----------------------------------------------------------------------
                                             Fixed        Variable
                                              Rate           Rate
-----------------------------------------------------------------------
<S>                                     <C>            <C>       
Due after one but within five years     $  251,500     $  936,386

Due after five years ..............        108,481        365,254
-----------------------------------------------------------------------
                                        $  359,981     $1,301,640
=======================================================================
</TABLE>



SUMMARY OF LOAN LOSS EXPERIENCE

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

<TABLE>
<CAPTION>
                                                              Year Ended December 31
----------------------------------------------------------------------------------------------------------------
($ in thousands)                        1997            1996            1995            1994            1993
----------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>             <C>             <C>      
Balance of reserve for
  possible loan losses
  at beginning of period .....     $ 129,039       $ 151,367       $ 156,896       $ 187,368       $ 212,674

Addition due to purchased
  companies ..................             -           5,856               -               -             359

Loans charged off:
  Commercial, financial,
    and agricultural .........       (10,924)         (5,958)         (6,036)         (7,659)        (12,515)
  Real estate - construction .           (50)            (76)            (14)            (54)           (417)
  Real estate - mortgage .....        (5,135)         (2,639)         (5,035)        (11,765)        (11,866)
  Consumer ...................       (27,715)        (26,231)        (14,327)        (12,168)        (18,215)
  All other ..................          (118)           (243)             (4)             (1)              -
----------------------------------------------------------------------------------------------------------------
    Total loans charged
      off ....................       (43,942)        (35,147)        (25,416)        (31,647)        (43,013)

Recoveries of loans
  previously charged off:
  Commercial, financial,
    and agricultural .........         3,642           6,785           7,884           7,536           7,157
  Real estate - construction .           103             138             235              97             181
  Real estate - mortgage .....         8,218           4,604           5,480           7,148           7,700
  Consumer ...................         9,670           7,450           4,972           4,083           4,903
  All other ..................           190             403              98              70              64
----------------------------------------------------------------------------------------------------------------
    Total recoveries .........        21,823          19,380          18,669          18,934          20,005
----------------------------------------------------------------------------------------------------------------
Net loans charged off ........       (22,119)        (15,767)         (6,747)        (12,713)        (23,008)

 Additions to reserve
  charged to operating
  expense * ..................           620         (12,417)          1,218         (17,759)         (2,657)
----------------------------------------------------------------------------------------------------------------

Balance at end of period .....     $ 107,540       $ 129,039       $ 151,367       $ 156,896       $ 187,368
================================================================================================================

Ratio of net charge-offs
  to average loans outstanding          0.33%           0.29%           0.16%           0.35%           0.69%
================================================================================================================
----------
*  The  Company  recorded  negative   provisions  in  1996,  1994  and  1993  of
$15,000,000,  $17,500,000 and $6,200,000, respectively. All other provisions are
the result of merger activity.
</TABLE>

ALLOCATION OF RESERVE FOR LOAN LOSSES

         The reserve for possible  loan losses has been  allocated  according to
the amount deemed to be reasonably  necessary to provide for the  possibility of
losses  being  incurred  within the  categories  of loans set forth in the table
below.  See "Reserve and  Provision  for Possible  Loan Losses" in  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Registrant's Annual Report to Shareholders for a discussion of the factors which
influence  management's  judgment in determining the adequacy of the reserve for
possible loan losses.


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------
($ in thousands)                      1997        1996          1995         1994         1993
-------------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>          <C>     
Reserve at end of period:
   Commercial, financial and
      agricultural ..........     $ 17,935     $ 17,721     $ 31,763     $ 42,040     $ 57,129
   Real estate - construction          553          535          505        1,123        1,274
   Real estate - mortgage ...       15,878       19,239       38,680       55,574       75,848
   Consumer .................       49,774       59,590       34,550       21,280       19,155
   Not allocated ............       23,400       31,954       45,869       36,879       33,962
-------------------------------------------------------------------------------------
                                  $107,540     $129,039     $151,367     $156,896     $187,368
=====================================================================================
</TABLE>


MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

         The following table shows large-denomination certificates of deposit as
of December 31, 1997 by remaining maturity.

<TABLE>
<CAPTION>
------------------------------------------------------------------
($ in thousands)                      Domestic      Foreign
------------------------------------------------------------------
<S>                                 <C>            <C>     
3 months or less ..............     $  817,146     $187,517
Over 3 months through 6 months         314,874            -
Over 6 months through 12 months        202,559            -
Over 12 months through 5 years         114,104            -
Over 5 years ..................         21,101            -
------------------------------------------------------------------
     Total ....................     $1,469,784     $187,517
==================================================================
</TABLE>


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 Banks  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, 1997 the Banks reported  miscellaneous  property with a
net book value of $4,812,000.  These properties include $2,452,000 of properties
acquired from  borrowers  either as a result of  foreclosures  or voluntarily in
full  or  partial  satisfaction  of  indebtedness   previously   contracted  and
$2,360,000 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  Banks  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,  52,  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 joined the Company in August 1994 following the merger of First Bancorp
of  Louisiana,  Inc.,  a bank  holding  company  headquartered  in West  Monroe,
Louisiana,  with and into the  Company,  where he served as  President  of First
Bancorp and as Chairman and Chief  Executive  Officer of First  National Bank of
West Monroe, the primary national banking subsidiary of First Bancorp, from 1982
to 1994. Mr.  Boydstun also serves on the Boards of Directors of the Company and
Hibernia National Bank.

         E.R. "BO"  CAMPBELL,  56, is Vice Chairman of the Board of Directors of
the Company and Hibernia National Bank. Mr. Campbell also serves on the Board of
Directors of Hibernia  National Bank of Texas.  Mr.  Campbell served as Northern
Regional  Chairman of the Company and Hibernia  National  Bank from January 1995
until 1997. Mr. Campbell  joined Hibernia in that position  following the merger
of Pioneer  Bancshares  Corporation,  a bank holding  company  headquartered  in
Shreveport,  Louisiana, with and into the Company. Mr. Campbell served from 1992
to 1994 as Chairman of the Board of Pioneer Bancshares and its Louisiana banking
subsidiary,  Pioneer  Bank & Trust  Company,  and served as President of Pioneer
Bancshares from 1977 to 1992.

         K. KIRK DOMINGOS III, 56, 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 various
retail  lines  of  business  and the  overall  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,  56,  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 serves on the Board of Directors of Hibernia National Bank of Texas.
From January 1995 until 1997, Mr. Flurry served as the president of the Northern
Region for the Company and Hibernia  National Bank.  Prior to joining  Hibernia,
Mr. Flurry served as President  (from 1991 through 1994) of Pioneer Bank & Trust
Company, a subsidiary of Pioneer Bancshares Corporation,  a bank holding company
headquartered  in  Shreveport,  Louisiana  that merged with and into Hibernia in
January 1995. Mr. Flurry  assumed  primary  responsibility  for oversight of the
Northeast Texas market at year-end 1996.

         MARSHA M. GASSAN,  45, serves as Senior  Executive  Vice  President and
Chief  Financial  Officer of the Company and Hibernia  National Bank,  positions
which she  assumed in April  1996.  Prior to that  time,  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,  50, 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, 53, 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.  Prior to joining the Company, Mr. Hoadley served
as Vice President/Director of Corporate  Communications for Barnett Banks, Inc.,
a bank holding company based in  Jacksonville,  Florida,  which position he held
from 1988 to June 1993.

         RANDALL E. HOWARD,  50, 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,    50,   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 that time,  Mr.
Howard served as Executive Vice  President/Corporate  and International  Banking
for Hibernia National Bank.

         RONALD E.  SAMFORD,  JR., 45,  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.  Prior
to joining  Hibernia,  Mr.  Samford  served as Senior Vice  President  and Chief
Accounting Officer of TeamBank,  a bank headquartered in Forth Worth, Texas from
August 1990 to November 1992.

         RICHARD G. WRIGHT,  48, serves as Senior  Executive  Vice President and
Chief Credit Officer of the Company,  a position which he assumed in March 1996.
From  August  1994  until  that  time,  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

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 24,  1998,  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                    Laura A. Leach*, Director
J. Herbert Boydstun*, Director              James R. Murphey*, Director
J. Terrell Brown*, Director                 Donald J. Nalty*, 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                   Duke Shackelford*, Director
Robert T. Holleman*, Director               Janee M. Tucker*, Director
Elton R. King*, Director                    Virginia E. Weinmann*, Director
Sidney W. Lassen*, Director                 Robert E. Zetzmann*, Director



*By:     /s/ Patricia C. Meringer
         Patricia C. Meringer
         Attorney-in-fact