<PAGE>

                       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, 1996         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. [ X ]

          State the aggregate market value of the voting stock held by
           non-affiliates of the Registrant as of February 28, 1997.

                Class A Common Stock, no par value $1,700,714,859

           State the aggregate number of shares outstanding of each of
       the Registrant's classes of common stock as of February 28, 1997.

                Class A Common Stock, no par value - 128,917,331

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  annual report to shareholders  for the year ended
December  31, 1996 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 21, 1997, 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 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,
                                1996 and 1995                                ***
                             Consolidated Income Statements - Years
                                Ended December 31, 1996, 1995 and 1994       ***
                             Consolidated Statements of Changes in
                                  Shareholders' Equity - Years Ended
                                  December 31, 1996, 1995 and 1994           ***
                             Consolidated Statements of Cash Flows -
                                  Years Ended December 31, 1996, 1995
                                   and 1994                                  ***
                             Notes to Consolidated Financial Statements      ***
            (b) Reports on Form 8-K                                           **
                              None

            (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 21,
1997,  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 bank holding company organized in
1972 and, as of December  31,  1996,  was the largest  bank  holding  company in
Louisiana with assets of $9.3 billion and deposits of $7.8 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, 1996 the Company  operated 201 banking  locations in
29 Louisiana parishes and two Texas counties. During 1996, the Company completed
mergers  with five  institutions  with  combined  assets of $1.6  billion and 48
offices.  Since the beginning of 1994, 15 mergers have been completed  involving
16 banks with  combined  assets of $3.4  billion  and 111  offices.  Two mergers
completed in 1996 were accounted for as purchase  transactions.  The other three
mergers in 1996 and all mergers completed in 1995 and 1994 were accounted for as
poolings of interests.

         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;
brokerage; and investments.

         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, 1996, the Company performed mortgage  servicing,  which includes  acceptance
and  application  of  mortgage  loan  and  escrow  payments,   for  over  37,000
residential loans.

         In  addition,  the  Company  offers a  variety  of  agency,  fiduciary,
investment  advisory,  employee  benefit and custodial  services.  Through Tower
Investors, Inc., its wholly owned subsidiary, Hibernia National Bank sells fixed
and variable  annuities 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.


<PAGE>


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
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 Tower Investors,  Inc. and those persons engaged
in the sale of fixed annuities and 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.


<PAGE>


LOAN PORTFOLIO

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

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
($ in thousands)                1996                1995                 1994                 1993                 1992
------------------------------------------------------------------------------------------------------------------------------------

                                          % 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 .....     $1,722,301     29%   $1,282,553     27%   $  942,125     25%   $  799,743     24%   $  890,256    26%

Real estate - construction       65,289      1        35,066      1        53,606      1        48,810      1        32,253     1

Real estate - mortgage .      2,676,515     44     2,150,796     46     1,849,317     48     1,806,526     53     1,854,984    55

Consumer ...............      1,351,711     22     1,146,355     24       871,542     23       637,770     19       531,642    16

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

All other ..............        211,050      3       108,423      2       102,330      3        96,313      3        53,538     2
------------------------------------------------------------------------------------------------------------------------------------
                             $6,043,028    100%   $4,723,193    100%   $3,818,920    100%   $3,389,162    100%   $3,362,673   100%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




SELECTED LOAN MATURITIES

         The following table shows selected  categories of loans  outstanding as
of  December  31,  1996,  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 ...........                    $542,824      $873,213      $  306,264      $1,722,301

Real estate - construction                      44,757        16,941           3,591          65,289
--------------------------------------------------------------------------------------------------------

                                              $587,581      $890,154      $  309,855      $1,787,590
========================================================================================================

                                                                              Interest Sensitivity
--------------------------------------------------------------------------------------------------------
                                                                             Fixed         Variable
                                                                              Rate             Rate
--------------------------------------------------------------------------------------------------------

Due after one but within five years                                        $194,693         $695,461

Due after five years ..............                                          52,489          257,366
--------------------------------------------------------------------------------------------------------

                                                                           $247,182         $952,827
========================================================================================================
</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)                       1996           1995           1994           1993          1992
----------------------------------------------------------------------------------------------------------

<S>                               <C>            <C>            <C>            <C>            <C>      
Balance of reserve for
  possible loan losses
  at beginning of period .....    $ 150,516      $ 156,005      $ 186,562      $ 211,820      $ 235,165

Addition due to purchased
  companies ..................        5,611           --             --              359           --

Loans charged off:
  Commercial, financial,
    and agricultural .........       (5,880)        (5,723)        (7,653)       (12,377)       (38,899)
  Real estate - construction .          (76)           (14)           (54)          (417)        (1,587)
  Real estate - mortgage .....       (2,630)        (4,980)       (11,689)       (11,866)       (36,599)
  Consumer ...................      (26,046)       (14,264)       (12,123)       (18,134)       (21,154)
  All other ..................         (243)            (4)            (1)          --             (311)
                               ------------------------------------------------------------------------------
    Total loans charged
      off ....................      (34,875)       (24,985)       (31,520)       (42,794)       (98,550)
Recoveries of loans
  previously charged off:
  Commercial, financial,
    and agricultural .........        6,688          7,868          7,490          7,136          6,890
  Real estate - construction .          138            235             97            181            250
  Real estate - mortgage .....        4,477          5,194          7,107          7,700          5,941
  Consumer ...................        7,435          4,961          4,069          4,883          4,911
  All other ..................          403             98             69             63            422
                               ------------------------------------------------------------------------------
    Total recoveries .........       19,141         18,356         18,832         19,963         18,414
                               ------------------------------------------------------------------------------
Net loans charged off ........      (15,734)        (6,629)       (12,688)       (22,831)       (80,136)

 Additions to reserve
  charged to operating
  expense ....................      (12,625)         1,140        (17,869)        (2,786)        72,297

Reduction due to sale
  of Texas bank ..............         --             --             --             --          (15,506)
                               ------------------------------------------------------------------------------

Balance at end of period .....    $ 127,768      $ 150,516      $ 156,005      $ 186,562      $ 211,820
                               ==============================================================================

Ratio of net charge-offs
  to average loans outstanding        0.30%          0.16%          0.36%          0.70%          2.04%
                               ==============================================================================

</TABLE>



<PAGE>



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)                  1996        1995       1994         1993        1992
-----------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>         <C>         <C>     
Reserve at end of period:
Commercial, financial and
   agricultural ..........    $ 17,615    $ 31,678    $ 41,937    $ 57,018    $ 54,791
Real estate - construction         493         481       1,104       1,254       1,070
Real estate - mortgage ...      18,561      38,238      55,130      75,446      67,424
Consumer .................      59,400      34,419      21,134      19,044      22,435
Not allocated ............      31,699      45,700      36,700      33,800      66,100
                            -------------------------------------------------------------

                              $127,768    $150,516    $156,005    $186,562    $211,820
                            =============================================================

</TABLE>



MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

         The following table shows large-denomination certificates of deposit as
of December 31, 1996 by remaining maturity.
<TABLE>
<CAPTION>

------------------------------------------------------------
($ in thousands)                     Domestic    Foreign
------------------------------------------------------------
<S>                                <C>           <C>    
3 months or less ..............    $  736,278    $71,015
Over 3 months through 6 months        328,496       --
Over 6 months through 12 months       170,603       --
Over 12 months through 5 years         72,384       --
Over 5 years ..................        18,239       --
------------------------------------------------------------
 
     Total ....................    $1,326,000    $71,015
============================================================
</TABLE>
 


<PAGE>



SHORT-TERM BORROWINGS

         The following table summarizes  pertinent data related to federal funds
purchased and securities sold under  agreements to repurchase for 1996, 1995 and
1994.  Funds  purchased  and  securities  sold under  agreements  to  repurchase
generally mature within one to 14 days from the transaction date.

<TABLE>
<CAPTION>

-----------------------------------------------------------------------
($ in thousands)                      1996         1995         1994
-----------------------------------------------------------------------
<S>                               <C>          <C>          <C>     
Outstanding at December 31 ...    $331,796     $265,126     $173,490
Maximum month-end outstandings     363,496      359,582      202,737
Average daily outstandings ...     320,654      259,647      175,499
Average rate during the year .        4.8%         5.3%         3.6%
Average rate at year end .....        5.0%         4.8%         3.7%

</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, 1996 the Banks reported  miscellaneous  property with a
net book value of $8,876,000.  These properties include $5,206,000 of properties
acquired from  borrowers  either as a result of  foreclosures  or voluntarily in
full  or  partial  satisfaction  of  indebtedness   previously   contracted  and
$3,670,000 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 and Hibernia National Bank 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, 51, Regional Chairman,  Southwest Louisiana of the
Company and Hibernia National Bank, assumed those  responsibilities in 1996. Mr.
Boydstun served as Regional Chairman, Southcentral/Northeast Louisiana from 1995
to 1996 and as Regional  Chairman,  Northeast  Louisiana  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,  55, Regional  Chairman,  Northern Louisiana of the
Company and  Hibernia  National  Bank,  is  responsible  for the  operations  of
Hibernia  National  Bank in North  Louisiana  and assumed  responsibilities  for
Northeast  Texas at year end 1996.  Mr.  Campbell  also  serves on the Boards of
Directors of the Company and Hibernia  National Bank. Mr.  Campbell  assumed his
position at  Hibernia  National  Bank in January  1995  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, 55,  Senior  Executive  Vice  President/Support
Services of the Company and  Hibernia  National  Bank,  is  responsible  for the
overall  administrative  functions of Hibernia  National Bank. 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, 55, serves as Regional  President,  Northern Louisiana for
the Company and Hibernia  National  Bank,  a position he has held since  January
1995.  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 Texarkana,  Texas market at year-end
1996.

         MARSHA M. GASSAN,  44, 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,  49, serves as President and Chief Executive Officer
of the Company and Hibernia  National Bank,  which positions he assumed in March
1992.  Mr.  Hansel  also  serves on the Boards of  Directors  of the Company and
Hibernia National Bank.

         RUSSELL S. HOADLEY, 52, 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 this
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.

         SCOTT P. HOWARD,  49, serves as Senior  Executive Vice  President/Arena
Executive for Commercial  Banking 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., 44,  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  L.  "IKE"  STAGE,   52,  serves  as  Senior   Executive   Vice
President/Arena  Executive  for  Consumer  Banking for the Company and  Hibernia
National Bank, positions he assumed in March 1996. Prior to joining the Company,
Mr. Stage served as Executive Vice  President and Director of Community  Banking
(from  1994  to  1995)  and  as  Executive   Vice   President  and  Director  of
Complimentary Delivery Systems (from 1991 to 1993) for Huntington National Bank,
a national bank headquartered in Columbus, Ohio. During 1994 and 1995, Mr. Stage
served  as an  Executive  Vice  President  and the head of  retail  banking  for
Huntington Bancshares, the parent holding company of Huntington National Bank.

         RICHARD G. WRIGHT,  47, serves as Senior  Executive  Vice President and
Chief Credit Officer of the Company and Hibernia National Bank, 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 he served as Senior Vice  President in the Credit and Asset  Quality area of
Hibernia  National  Bank from the time he joined  the  Company in May 1992 until
August 1994.  Prior to joining the Company,  Mr.  Wright served as President and
Chief Operating Officer for ACTION,  Inc., a manufacturer of Western saddles and
tack, headquartered in McKinney, Texas.


<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 26,  1997,  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                    Sidney W. Lassen*, Director
J. Herbert Boydstun*, Director              Laura A. Leach*, Director
J. Terrell Brown*, Director                 Donald J. Nalty*, Director
E.R. "Bo" Campbell*, Director               William C. O'Malley*, Director
Richard W. Freeman, Jr.*, Director          Robert T. Ratcliff*, Director
Stephen A. Hansel*, Director                Duke Shackelford*, Director
Dick H. Hearin*, Director                   James H. Stone*, Director
Robert T. Holleman*, Director               Janee M. Tucker*, Director
Hugh J. Kelly*, Director                    Virginia E. Weinmann*, Director
Elton R. King*, Director                    Robert E. Zetzmann*, Director


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