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, 1998 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 26, 1999.

                Class A Common Stock, no par value $2,417,163,003

           State the aggregate number of shares outstanding of each of
        the Registrant's classes of common stock as of February 26, 1999.

                Class A Common Stock, no par value - 156,527,049

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  annual report to shareholders  for the year ended
December  31, 1998 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, 1998,  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 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 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,
                                    1998 and 1997                           ***
                                Consolidated Income Statements - Years
                                    Ended December 31, 1998, 1997 and 1996  ***
                                Consolidated Statements of Changes in
                                    Shareholders' Equity - Years Ended
                                    December 31, 1998, 1997 and 1996        ***
                                Consolidated Statements of Cash Flows - Years
                                    Ended December 31, 1998, 1997 and 1996  ***
                                Notes to Consolidated Financial Statements  ***

         (b)      Reports on Form 8-K                                        **
                          Item 5 Other Event        December 1, 1998
                          Item 5 Other Event        December 4, 1998
                          Item 5 Other Event        March 11, 1999

         (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.

(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,  1998;  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  or  Hibernia)  is a bank  holding  company
organized in 1972 and, as of December 31, 1998, was the largest  publicly traded
bank holding company headquartered in Louisiana with assets of $14.0 billion and
deposits of $10.6 billion.  In 1998, the Company  operated two wholly owned bank
subsidiaries:  Hibernia  National  Bank and  Hibernia  National  Bank of  Texas.
Hibernia  National Bank was chartered in Louisiana in 1933 and Hibernia National
Bank of Texas,  formerly The  Texarkana  National  Bank,  was chartered in 1887.
Effective  January 1, 1999,  Hibernia National Bank of Texas was merged with and
into Hibernia National Bank (the Bank) resulting in one bank in all markets.  In
addition to the bank subsidiary, 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 of Atlanta  whereby the Company  will not  actively  operate  this
subsidiary as an insurance company without Federal Reserve Board approval.

     As of December 31, 1998 the Company  operated  238 banking  locations in 33
Louisiana  parishes and nine Texas counties and a mortgage loan introduction and
brokerage services office in the southwestern part of Mississippi.  During 1998,
the Company  completed  mergers with four financial  institutions  with combined
assets of $1.4 billion and 37 offices.  Since the  beginning of 1994, 21 mergers
have been completed  involving 23 banks with combined assets of $5.1 billion and
158 offices.  Four mergers completed in 1998, two mergers 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;  venture  capital;   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, 1998, the Company performed mortgage  servicing,  which includes  acceptance
and  application  of  mortgage  loan  and  escrow  payments,   for  over  54,000
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,
health, disability,  automobile,  homeowner and commercial property and casualty
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.

     The reserve for  possible  loan losses is  comprised  of specific  reserves
(assessed  for each loan that is impaired or for which a probable  loss has been
identified),  general reserves and an unallocated reserve. The Company evaluates
its reserve for possible loan losses to establish the reserve at a level that is
adequate  to absorb  loan losses  inherent  in the loan  portfolio.  Reserves on
impaired  loans are based on  discounted  cash flows  using the  loan's  initial
effective  interest  rate  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
such as risk rating,  industry concentration and loan type, with the most recent
charge-off  experience weighted more heavily.  The unallocated reserve generally
serves to compensate for the  uncertainty in estimating  loan losses,  including
the possibility of improper risk ratings and specific reserve  allocations.  The
reserve also considers trends in  delinquencies  and nonaccrual loans as well as
the evolving  portfolio mix in terms of  collateral,  relative loan size and the
degree of seasoning in the various loan products.

     The methodology  used to perform the 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
allocated and the unallocated  reserves.  The historical loss ratios,  which are
one of the key factors in this analysis,  are updated quarterly and are weighted
more heavily for recent  charge-off  experience.  See "Reserve and Provision for
Possible  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 possible 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
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 and non-bank  acquisitions  and prescribes  certain  limitations in
connection with acquisitions and the non-banking  activities of the Company. The
Bank is 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 the Bank is not currently engaged
in the types of  activities  regulated  by the Texas  Commissioner  of Insurance
other than the sale of credit life insurance.

<PAGE>

LOAN PORTFOLIO

     The amounts and percentages of loans outstanding by type are as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
($ in thousands)                 1998             1997               1996              1995              1994
-----------------------------------------------------------------------------------------------------------------------
                                      % 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        $ 3,189,806   32%  $2,503,807   30%  $1,841,275   28%  $1,380,517   26%  $1,024,586   24%

Real estate - construction    167,542    2      110,203    1       85,809    1       48,767    1       60,953    1

Real estate - mortgage      4,508,621   45    3,853,570   47    3,105,126   46    2,503,025   47    2,154,577   50

Consumer                    1,590,501   16    1,466,220   18    1,476,349   22    1,242,293   24      944,658   22

Lease financing                32,869    -       31,031    -       16,162    -            -    -            -    -

All other                     516,843    5      321,661    4      213,659    3      110,440    2      105,017    3
-----------------------------------------------------------------------------------------------------------------------
                          $10,006,182  100%  $8,286,492  100%  $6,738,380  100%  $5,285,042  100%  $4,289,791  100%
=======================================================================================================================
</TABLE>


SELECTED LOAN MATURITIES

     The following  table shows selected  categories of loans  outstanding as of
December 31, 1998, 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                $1,016,184      $1,706,073        $467,549     $3,189,806

Real estate - construction        93,811          51,458          22,273        167,542
----------------------------------------------------------------------------------------
                              $1,109,995      $1,757,531        $489,822     $3,357,348
========================================================================================
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                 Interest Sensitivity
----------------------------------------------------------------------------------------
                                               Fixed             Variable
                                                Rate                 Rate
----------------------------------------------------------------------------------------
<S>                                         <C>                <C>
Due after one but within five years         $359,853           $1,397,678

Due after five years                         141,787              348,035
----------------------------------------------------------------------------------------
                                            $501,640           $1,745,713
========================================================================================
</TABLE>


<PAGE>

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)                     1998              1997            1996             1995            1994
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>             <C>              <C>             <C>
Balance of reserve for
  possible loan losses
  at beginning of period         $124,381          $143,566        $165,099         $171,454        $203,202

Addition due to purchase
  transactions                          -               479           6,214                -               -

Loans charged off:
  Commercial, financial,
    and agricultural              (10,922)          (11,107)         (5,987)          (6,103)         (7,695)
  Real estate - construction         (151)              (50)            (76)             (14)            (54)
  Real estate - mortgage           (4,050)           (5,304)         (2,686)          (5,159)        (11,926)
  Consumer                        (24,425)          (28,874)        (27,140)         (14,659)        (12,601)
  All other                          (154)             (261)           (339)             (72)            (52)
-----------------------------------------------------------------------------------------------------------------------------------
    Total loans charged off       (39,702)          (45,596)        (36,228)         (26,007)        (32,328)

Recoveries of loans
  previously charged off:
  Commercial, financial,
    and agricultural                2,974             3,702           6,833            7,927           7,685
  Real estate - construction          470               103             138              235              97
  Real estate - mortgage            6,542             8,647           5,357            5,738           7,912
  Consumer                          7,022            10,089           7,854            5,222           4,612
  All other                           289               243             426              114              84
-----------------------------------------------------------------------------------------------------------------------------------
    Total recoveries               17,297            22,784          20,608           19,236          20,390
-----------------------------------------------------------------------------------------------------------------------------------
Net loans charged off             (22,405)          (22,812)        (15,620)          (6,771)        (11,938)

 Additions to reserve
  charged to operating
  expense                          26,000             3,148         (12,127)             416         (19,810)

-----------------------------------------------------------------------------------------------------------------------------------

Balance at end of period         $127,976          $124,381        $143,566         $165,099        $171,454
===================================================================================================================================

Ratio of net charge-offs
  to average loans outstanding       0.25%             0.31%           0.26%            0.14%           0.30%
===================================================================================================================================
</TABLE>

<PAGE> 

ALLOCATION OF RESERVE FOR POSSIBLE 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
Company'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)                    1998         1997        1996        1995       1994
----------------------------------------------------------------------------------------------
<S>                             <C>          <C>         <C>         <C>        <C>
Reserve at end of period:
   Commercial, financial and
      agricultural              $ 27,466     $ 18,772    $ 18,508    $ 32,871   $ 43,735
   Real estate - construction        839          627         626         632      1,239
   Real estate - mortgage         12,653       17,526      21,170      42,441     57,729
   Consumer                       49,818       53,051      63,118      36,128     22,278
   Not allocated                  37,200       34,405      40,144      53,027     46,473
----------------------------------------------------------------------------------------------
                                $127,976     $124,381    $143,566    $165,099   $171,454
==============================================================================================
</TABLE>


MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

     The following table shows large-denomination  certificates of deposit as of
December 31, 1998 by remaining maturity.
<TABLE>
<CAPTION>
------------------------------------------------------------------
($ in thousands)                          Domestic        Foreign
------------------------------------------------------------------
<S>                                     <C>              <C>
3 months or less                        $  963,507       $321,537
Over 3 months through 6 months             336,130              -
Over 6 months through 12 months            271,913              -
Over 12 months through 5 years             116,304              -
Over 5 years                                21,901              -
------------------------------------------------------------------
     Total                              $1,709,755       $321,537
==================================================================
</TABLE>

RECENT DEVELOPMENTS

     On March 11, 1999, Hibernia reported that it expected to add $18 million to
its  planned  $12  million  loan loss  provision  in the first  quarter of 1999,
bringing  the  total  first-quarter  loan loss  provision  to $30  million.  The
increase is primarily  related to one credit  consisting of unsecured loans to a
large  commercial  customer  which  Hibernia  has served  with both  lending and
deposit  services for more than 25 years and which recently filed for bankruptcy
protection. Also affecting the loan loss provision is a loss on a loan made to a
company that experienced internal fraud. That loan had been placed on nonaccrual
status in the fourth quarter of 1998 and was disposed of completely through sale
and charge-off during the first quarter of 1999, as planned.

     Hibernia  further  reported  on March 11,  1999 that it  expects  to report
first-quarter  earnings per share,  assuming  dilution,  that are  approximately
$0.10  lower than the $0.28  consensus  estimate  of  analysts.  This  reduction
consists of approximately $0.03 per share for costs related to Hibernia's merger
with  MarTex  Bancshares,  Inc.  and  approximately  $0.07  per  share  for  the
additional loan loss provision.

     Hibernia also  reported  that looking  ahead to  additional  March 31, 1999
results it believes that nonperforming assets could be up as much as $25 million
compared to December 31, 1998.  Hibernia  projects the reserve for possible loan
losses as a  percentage  of total loans to be  approximately  1.44% at March 31,
1999,  compared to 1.28% at year-end 1998 and 1.39% at March 31, 1998.  Reserves
as a percentage of nonperforming  loans are expected to total approximately 230%
at March 31, 1999, compared to 319% at year-end 1998 and 425% at March 31, 1998.
Consistent with its policy,  at year-end 1998,  Hibernia had no commercial loans
90 days or more past due that were not on nonaccrual status. Hibernia expects to
continue to adhere to this policy.

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,  credit
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 banking 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, 1998 the Company reported miscellaneous property with a net
book value of $12,266,000.  These  properties  include  $9,618,000 of properties
acquired from  borrowers  either as a result of  foreclosures  or voluntarily in
full  or  partial  satisfaction  of  indebtedness   previously   contracted  and
$2,648,000 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  Company'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,  53, 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. Mr. Boydstun 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,  57, 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. 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, 57, 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,  57, 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.  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,  46, serves as Senior  Executive  Vice  President,  Chief
Financial  Officer and  Treasurer  of the Company and  Hibernia  National  Bank,
positions  which she  assumed in April 1996  (except  for  Treasurer,  which she
assumed  during 1998).  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,  51, 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,  54, 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,  51, 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,  51, 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.,  46,  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,  49, 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  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 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 Exhibit 10.38 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  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  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
          (Form of Change of Control  Employment  Agreement  for  Executive  and
          Senior Officers of the Registrant)

    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, 1998 (1998 Annual Report to security 
          holders of Hibernia Corporation).

    21    Subsidiaries of the Registrant
 
    23    Consent of Independent Auditors

    24    Powers of Attorney

    27    Financial Data Schedule

    99.1  Exhibit  99.1 to the Annual  Report on Form 10-K  dated June 24,  1998
          filed with the Commission is hereby  incorporated by reference (Annual
          Report of the  Retirement  Security  Plan for the  fiscal  year  ended
          December 31, 1997)

    99.2  Exhibit  99.2 to the Annual  Report on Form 10-K  dated June 24,  1998
          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, 1997)

<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 17, 1999, 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