United States Securities and Exchange Commission
FORM 10-K      Washington, D.C.  20549

(Mark One)
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934.
---

For the fiscal year ended             December 31, 1998       
                          ------------------------------------

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934.

For the transition period from____________ to ________________________________

Commission file number          0-14277                       

                           FIRST COMMERCE BANCSHARES, INC.
 ............................................................................
               (Exact name of registrant as specified in its charter)

                            Nebraska                           47-0683029 
                     --------------------                  -------------------
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                    Identification No.)

  NBC Center, 1248 O Street, Lincoln, NE                         68508          
   (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code          (402) 434-4110      
                                                     ---------------------------

Securities registered pursuant to Section 12(b) of the Act:      NONE           
                                                           ------------------

Securities registered pursuant to Section 12(g) of the Act:

     Class A Common Stock, $.20 Par Value; Class B Common Stock, $.20 Par Value
--------------------------------------------------------------------------------
                                  (Title of class)

     Indicate  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. X Yes      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  the  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
                            ---
     As of February 26,  1999,  the  aggregate  market value of the common stock
held by  non-affiliates  of the registrant was $151.8  million.  For purposes of
this  computation  only,  the market value per share has been  determined  to be
$27.25 for Class A shares and $26.125  for Class B shares,  which is the average
of the high and low trading range on February 26, 1999.  "Affiliates"  have been
deemed to include all  officers,  directors and persons or groups of persons who
have filed a Schedule 13-D with respect to the Company's common stock.

Indicate the number of shares outstanding of the registrant's  classes of common
stock, as of the latest practicable date.

           Class                             Outstanding at February 26, 1999   
                                                     --------------------------
     Class A Common Stock, $.20 Par Value                 2,583,319 shares
                                                         -----------------
     Class B Common Stock, $.20 Par Value                10,928,951 shares
                                                         -----------------

DOCUMENTS INCORPORATED BY REFERENCE

1998 Annual Report to Shareholders - Parts I, II and IV
Proxy  Statement  for Annual  Shareholder's  Meeting to be held April 20, 1999 -
Part III


<PAGE>


<TABLE>

INDEX
                                                      PART I

                                                                                        Page Number in:
                                                                                        ---------------
                                                                                        Form     Annual
                                                                                        10-K     Report 
ITEM 1.         Business                                                                ----     ------
                <S>                                                                     <C>         <C>
                    General--------------------------------------------------------------3
                    Statistical Disclosures
                      Distribution of Assets, Liabilities and
                      Shareholder's Equity; Interest Rates and
                      Interest Differential---------------------------------------------------------28        
                      Investment Portfolio----------------------------------------------------------33
                      Loan Portfolio----------------------------------------------------------------34
                      Summary of Loan Loss Experience-----------------------------------------------37
                      Deposits----------------------------------------------------------19,28 & 41     
                      Return on Equity and Assets-------------------- ------------------------------30
                      Short-term Borrowings------------------------- -------------------------------19
ITEM 2.         Properties 13
ITEM 3.         Legal Proceedings-------------------------------------------------------14
ITEM 4.         Submission of Matters to a Vote of Security
                     Holders -----------------------------------------------------------14
                Executive Officers------------------------------------------------------14

                                                      PART II

ITEM 5.         Market for the Registrant's Common Stock and
                    Related Stockholder Matters-----------------------------------------15
ITEM 6.         Selected Financial Data-------------------------------------------------15
ITEM 7.         Management's Discussion and Analysis of Financial
                    Condition and Results of Operation----------------------------------15
ITEM 7A.        Quantitative and Qualitative Disclosures About
                    Market Risk---------------------------------------------------------15
ITEM 8.         Financial Statements and Supplementary Data-----------------------------16
ITEM 9.         Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure---------------------------------16

                                                     PART III

ITEM 10.        Directors and Executive Officers of the
                    Registrant----------------------------------------------------------16
ITEM 11.        Executive Compensation--------------------------------------------------16
ITEM 12.        Security Ownership of Certain Beneficial Owners
                    and Management------------------------------------------------------16
ITEM 13.        Certain Relationships and Related Transactions--------------------------16

                                                      PART IV

ITEM 14.        Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K-------------------------------------------------17
                Signatures 19

</TABLE>

<PAGE>



PART I

Discussions of certain matters  contained in this Annual Report on Form 10-K may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995 (the "Reform Act"),  and as such, may
involve risks and  uncertainties.  These  forward-looking  statements relate to,
among other  things,  expectations  of the business  environment  in which First
Commerce  Bancshares,   Inc.  ("First  Commerce"  or  the  "Company")  operates,
projections of future  performance,  perceived  opportunities in the market, and
statements  regarding the  Company's  mission and vision.  The Company's  actual
results,  performance and achievements  may differ  materially from the results,
performance  and  achievements  expressed  or  implied  in such  forward-looking
statements.

ITEM 1.         BUSINESS

General

First Commerce  Bancshares,  Inc. is a bank holding company having its principal
place of business in the NBC Center,  1248 O Street,  Lincoln,  Nebraska  68508.
First Commerce was  incorporated  under the laws of the State of Nebraska on May
2,  1985.  First  Commerce  owns  the  following  number  of  shares  (excluding
directors'  qualifying shares held by Directors of the Banks, as to which shares
First Commerce is required to repurchase  upon the resignation of the individual
director  in  accordance   with  a  repurchase   agreement)  and  percentage  of
outstanding shares of the following banks:

                                                   No. of Shares    Percent  
                                                   -------------    -------
National Bank of Commerce Trust &
 Savings Association, Lincoln, Nebraska                499,300       99.86%
First National Bank & Trust Co. of
 Kearney, Nebraska                                      19,772.5     98.86%
Overland National Bank of
 Grand Island, Nebraska                                 88,180       97.98%
Western Nebraska National Bank,
 North Platte, Nebraska                                 30,746       99.37%
City National Bank and Trust Co.,
 Hastings, Nebraska                                      9,920       99.20%
First National Bank of West Point, Nebraska              4,800       96.00%
The First National Bank of McCook, Nebraska              6,000      100.00%
Western Nebraska National Bank
 Valentine, Nebraska                                     6,000      100.00%

As of December 31, 1998, First Commerce  reported  consolidated  total assets of
$2,384,745,000,  total deposits of $1,728,500,000 and total stockholders' equity
of $248,646,000.

As of  December  31, 1998 First  Commerce  and its  subsidiaries  had a staff of
approximately  1,211 employees on a full-time  equivalent basis.  First Commerce
considers its employee relations to be good. The National Bank of Commerce Trust
and Savings  Association  offers trust  services to each of the  communities  in
which First Commerce  subsidiary banks are located under the trade name of First
Commerce Trust Services.

National Bank of Commerce Trust & Savings Association (the "Lincoln Bank")
----------------------------------------------------------------------------
The Lincoln Bank traces its origin through mergers and acquisitions to 1902, and
has been  engaged in the  banking  business  continuously  since that date.  The
Lincoln Bank conducts a general  commercial banking business from its offices in
the NBC Center in Lincoln,  Nebraska.  The Lincoln Bank's business  includes the
usual banking functions of accepting demand and time deposits, and the extension
of  personal,  agricultural,  commercial,  installment  and mortgage  loans.  In
addition,  the Bank operates a Trust  Department,  which  provides both personal
trust and corporate financing services;  a Correspondent Bank Department,  which
serves  approximately  300 banks in the surrounding  area; and a MasterCard/VISA
Credit Card Department.  To accommodate its customers, the Lincoln Bank operates
seven  detached  facilities and 45 automated  "Bank In The Box" teller  machines
located throughout the Lincoln area.

The Lincoln Bank has five active non-banking subsidiaries. The Lincoln Bank owns
all of the  issued and  outstanding  stock of (1) First  Commerce  Technologies,
Inc., which provides data processing  services to the Lincoln Bank, to the other
subsidiary  banks, and to approximately  255 other banks; (2) Peterson  Building
Corporation, which owns and operates the Rampark Parking Garage located adjacent
to the NBC Center;  (3) Commerce  Court,  Inc.,  which owns the  Commerce  Court
building  located  adjacent  to the NBC  Center;  (4)  First  Commerce  Mortgage
Company, a company engaged in the purchasing of residential loans to be packaged
for resale as mortgage-backed  securities,  while retaining the servicing rights
of the  underlying  mortgages;  and (5)  Cabela's  LLC (80%  ownership of voting
stock; 50% total ownership),  a company formed in 1995 with Cabela's,  a catalog
sales company, for the purpose of issuing a "co-branded" credit card. This joint
venture had 90,000 active accounts as of December 31, 1998.

Lincoln is the capital  city of the State of  Nebraska,  and the second  largest
city in the state.  The  population of Lincoln  according to the 1990 census was
192,600. The Lincoln Bank is one of five commercial banks located in the central
business  district of the city. Being the capital city of the State of Nebraska,
Lincoln is the site of most state agencies,  and Lincoln is also the site of the
University of Nebraska-Lincoln, Nebraska Wesleyan University, and Union College.
The largest single employment category in Lincoln is governmental service.



<PAGE>



First National Bank & Trust Co. of Kearney (the "Kearney Bank")
---------------------------------------------------------------
The Kearney Bank traces its origin through mergers and acquisitions to 1917, and
has engaged in the banking  business  continuously  since that date. The Kearney
Bank conducts a general commercial banking business from its offices in Kearney,
Nebraska.  The Kearney Bank's business  includes the usual banking  functions of
accepting  demand and time  deposits,  the extension of personal,  agricultural,
commercial, installment and mortgage loans.

The Kearney  Bank is located on the  northeast  corner of First  Avenue and 21st
Street in the southern  part of the central  business  district of Kearney.  The
main  banking  premises  was  constructed  in  1976.  A new  addition/remodeling
project,  with an approximate  total cost of $3.2 million,  is in the process of
being  completed  (estimated  completion  date of January 1999. The Kearney Bank
presently operates three detached  facilities and 12 automated "Bank In The Box"
teller  machines  located  throughout the Kearney area, one each in Holdrege and
Odessa, Nebraska.

The Kearney Bank recently opened a loan/deposit  production  office in Holdrege,
Nebraska.

Overland National Bank of Grand Island (the "Grand Island Bank")
---------------------------------------------------------------
The Grand  Island  Bank was  granted a national  charter  in 1934,  and has been
engaged in the banking business  continuously  since that date. The Grand Island
Bank conducts a general  commercial  banking  business from its offices in Grand
Island, Nebraska,  including the usual banking functions of accepting demand and
time  deposits,  and  the  extension  of  personal,  installment,  agricultural,
commercial and mortgage loans.

The Grand  Island Bank is located on the  northwest  corner of Third and Wheeler
Streets in the center of the downtown  business  district of Grand  Island.  The
building housing the main banking offices was constructed in 1959. Additionally,
the Grand Island Bank owns and operates two detached  drive-up  facilities.  The
Bank owns all  facilities.  The Grand Island Bank operates 9 automated  "Bank In
The Box" teller machines located in Grand Island, and one located at Bosselman's
at I-80 and Hwy 281.

The Grand  Island  Bank has a  loan/deposit  production  office  in Wood  River,
Nebraska  and in Cairo,  Nebraska.  An ATM  machine  is located at each of these
locations.

Western Nebraska National Bank (the "North Platte Bank")
-------------------------------------------------------
The North Platte Bank opened for business on September 17, 1963,  and since that
time has conducted a general commercial banking business from its banking office
in North Platte,  Nebraska.  The North Platte Bank's business includes the usual
banking  functions of accepting  demand and time  deposits and the  extension of
personal, agricultural, commercial, installment and mortgage loans.

The North Platte Bank is located at the corner of Third and Dewey Streets in the
downtown business district of North Platte.  The North Platte Bank owns the land
and  building  composing  the banking  premises.  The North Platte Bank owns and
operates three detached facilities in North Platte.

In addition to its North Platte  locations,  the North Platte Bank  operates two
full service branches in Alliance and Bridgeport.

The North Platte Bank has a loan/deposit production office in Hyannis, Nebraska.
In June  1998,  the  North  Platte  Bank  sold the  assets  of two  former  loan
production  offices  in  Valentine  and  Mullen,  to a newly  chartered  bank in
Valentine,  Western  Nebraska  National  Bank  of  Valentine.  The  Mullen  loan
production  office is currently  operating as a loan  production  office for the
Valentine  Bank. The newly chartered bank is also a subsidiary of First Commerce
Bancshares,  Inc. During,  January 2000, at the end of an eighteen-month waiting
period,  First  Commerce  plans to merge the Valentine  Bank back into the North
Platte bank.

The North Platte Bank has nine  automated  "Bank In The Box" teller  machines in
North Platte,  three in Alliance,  one each in Bridgeport,  Hershy,  Hemingford,
Sutherland, Thedford, and Hyannis, Nebraska.

A new main bank facility  opened in downtown  North Platte in April 1997.  Total
cost of this new facility was approximately  $5.8 million. A new branch facility
was recently completed in Alliance, with a total cost of approximately $880,000.

City National Bank and Trust Co. (the "Hastings Bank")
-----------------------------------------------------
The Hastings  Bank opened for business in January of 1934,  and has been engaged
in the banking business continuously since that date. The Hastings Bank conducts
a general  commercial  banking business from its offices in Hastings,  Nebraska,
including the usual banking  functions of accepting demand and time deposits and
the extension of personal, installment,  agricultural,  commercial, and mortgage
loans.

The  Hastings  Bank is  located  on the  northwest  corner of Third and  Lincoln
Streets in the northwest part of the downtown business district of Hastings. The
building  housing the main banking offices is owned by the Hastings Bank and was
constructed  in 1969.  The  facility  was  remodeled  in 1998 for  approximately
$750,000. The Hastings Bank also owns and operates one detached banking facility
which is located near the city's only retail shopping center approximately three
miles to the north, and 11 automated "Bank In The Box" teller machines.

First National Bank of West Point (the "West Point Bank")
---------------------------------------------------------
The West Point Bank was  chartered in 1885,  and has been engaged in the banking
business  continuously  since that date.  The West Point Bank conducts a general
commercial  banking  business  from its  office at 142 South Main  Street,  West
Point,  Nebraska,  including the usual banking functions of accepting demand and
time  deposits,  and  the  extension  of  personal,  installment,  agricultural,
commercial, and mortgage loans.
The West Point Bank has one loan/deposit production office in Snyder, Nebraska.

The West Point Bank operates one automated  "Bank In The Box" teller  machine in
West Point and one in Snyder, Nebraska.

The West Point Bank is located in the central  business  district of West Point.
The building,  which houses the main offices,  was  constructed  in 1964 and was
added onto in 1993. The West Point Bank owns the building.

The First National Bank of McCook (the "McCook Bank")
-----------------------------------------------------
The McCook  Bank was  chartered  in 1885,  and has been  engaged in the  banking
business  continuously  since that  date.  The  McCook  Bank  conducts a general
commercial  banking  business  from its  office  at 108 West D  Street,  McCook,
Nebraska,  including  the usual banking  functions of accepting  demand and time
deposits, and the extension of personal, installment,  agricultural, commercial,
and  mortgage  loans.  The McCook Bank has no detached  drive-up  facility,  but
operates three automated  "Bank In the Box" teller  machines in McCook;  and one
each in Culbertson, Nebraska; Burlington, Colorado; and Goodland, Kansas.

The McCook Bank is located in the  downtown  business  district  of McCook.  The
building that houses the Bank's offices was constructed in 1975, and is owned by
the McCook Bank.

The McCook Bank opened a loan production office in Goodland, Kansas in 1997, and
opened a loan production office in Burlington, Colorado in January 1998.

Western Nebraska National Bank (the "Valentine Bank")
-----------------------------------------------------
In June 1998, the Company opened to new-chartered  bank in Valentine,  Nebraska,
named Western Nebraska National Bank. The Valentine Bank acquired the assets and
assumed the deposits of the North Platte Bank's loan/deposit  production offices
in Valentine and Mullen,  Nebraska.  The  Valentine  Bank operates one automated
teller  machine in  Valentine,  and operates  one  automated  teller  machine in
Mullen.

The Mullen location operates as a loan/deposit production office.

A new main bank facility  will be built in 1999 at 105 North Main,  Valentine  
Nebraska, at an approximate totalcost of $1.2 million.

It is First Commerce's intent to merge the Valentine Bank into the North Platte
Bank in January 2000.

First Commerce Bank of Colorado, NA (the "Colorado Bank")

The Company  has received  approval to charter a new bank in northern  Colorado
Springs, Colorado. It is the Company's intent to open for business sometime in
May 1999.

The Colorado Bank will build a new building at the corner of Struthers  Road and
Gleneagle  Drive,  with a total cost including land, building and equipment of
approximately $2.5 million.

First  Commerce  will own 100% of a new holding  company  named  First  Commerce
Bancshares of Colorado, Inc., which will in turn own the Colorado Bank.


Non Bank Subsidiaries
---------------------
First Commerce is the owner of the NBC Center.  Construction of the eleven-story
building was completed in March of 1976. The Lincoln Bank leases the lower level
and five floors of the building. The remaining area of the building is leased to
the public.

First  Commerce  owns 6,000  shares,  or 100%,  of the issued shares of Commerce
Affiliated  Life  Insurance  Company,  a company  engaged  in  underwriting,  as
reinsurer,  credit insurance sold in connection with the extensions of credit by
bank subsidiaries.

First  Commerce  owns all the  stock of First  Commerce  Investors,  Inc.  First
Commerce Investors, Inc. was incorporated in 1987 to provide investment advisory
services in connection  with the management and investment of assets held by the
Company's  subsidiary  banks  in a  fiduciary  capacity  and  to  provide  other
investment advisory services.

As of October 1997,  First  Commerce  converted the Lincoln  Bank's common trust
funds into mutual funds.  First Commerce  Investors advise the funds.  Currently
there are five funds,  all under the name of the Great  Plains  Family of Funds.
There are two equity  funds,  two bond  funds,  and an  international  fund.  At
December 31, 1998, assets in these funds totaled $422 million.

First  Commerce  owns 50% of the stock of  Community  Mortgage  Co.  Woods  
Brothers  Realty,  Inc.  (a real estate agency) owns the other 50%.  Community 
Mortgage Co. originates and sells residential real estate loans.

Competition
------------
First  Commerce faces intense  competition  from other  commercial  banks in all
activities.   In  addition,  other  financial  institutions  compete  throughout
Nebraska  and the  Midwest for most of the  services  First  Commerce  provides.
Thrift institutions, as well as finance companies, leasing companies,  insurance
companies, mortgage bankers, investment-banking firms, pension trusts and others
provide competition for certain banking and financial services. First Commerce's
subsidiary  banks also  compete  for  interest-bearing  funds with money  market
mutual funds and issuers of commercial paper and other securities.

The Nebraska Bank Holding Company Act permits bank holding  companies to own and
operate more than one subsidiary  bank.  Under the law, an acquisition by a bank
holding  company of  additional  subsidiary  banks is permitted so long as after
consummation  of the  acquisition,  the  subsidiary  banks of such bank  holding
company do not exceed nine in number (subject to certain  statutory  exceptions)
and do not have deposits greater than 14% of total deposits of all banks, thrift
institutions  and  savings  and loan  associations  in the State of  Nebraska as
determined by the Nebraska Director of Banking and Finance as of the most recent
calendar year end. At December 31, 1998,  First  Commerce had total  deposits of
approximately $1,728,500,000, which is below the limitation.

The Nebraska  Banking Act permits  statewide  branching,  but only if the branch
bank is established through the acquisition of or merger with another bank which
has been  chartered for more than eighteen  months,  and if the acquired bank is
converted to a branch  bank.  Branches  may be  established  de novo but only if
located  within  the city or town in which the  Bank's  main  office is  located
(except in Sarpy and  Douglas  Counties).  Banks  located  in Sarpy and  Douglas
Counties, Nebraska, may establish an unlimited number of branches in and between
both counties;  banks in Lancaster  County (which includes NBC) may establish up
to nine  branches  within  the city  limits of the  community  in which the main
office is  located;  and banks in all other  counties  may  establish  up to six
branches within the city limits of their respective community.

Out-of-state  bank holding  companies  located anywhere in the United States may
acquire  Nebraska  banks or  Nebraska  bank  holding  companies.  (See  "Federal
Legislation" below.)

Federal Legislation
-------------------
The federal Riegle-Neal  Interstate Banking and Branching Efficiency Act of 1994
increased the ability of bank holding  companies,  including First Commerce,  to
make  interstate  acquisitions  and  to  operate  subsidiary  banks.  Adequately
capitalized and adequately  managed bank holding companies are permitted to make
acquisitions  of banks located  anywhere in the United States  without regard to
the provisions of any state laws that may prohibit such acquisitions. Interstate
acquisitions are not permitted, however, if the potential acquirer would control
more than 10 percent of the insured  deposits in the United  States or more than
30 percent of insured  deposits  in the home state of the bank to be acquired or
in any  state in which  such  bank  has a  branch.  States  may  enact  statutes
increasing  the 30%  limit  and may  also  lower  such  limit if they do so on a
non-discriminatory  basis.  Nebraska's limit of 14% applies to both in-state and
out-of-state   holding   companies.   States  also  are  permitted  to  prohibit
acquisitions of banks that have been  established for fewer than five years. The
Nebraska  legislature  has enacted  such a five-year  requirement.  The Board of
Governors of the Federal  Reserve System is required to consider the applicant's
record under the federal  Community  Reinvestment Act in determining  whether to
approve an interstate banking acquisition.

Effective  June 1, 1997,  the above  statute also  permitted  interstate  branch
banking in all states by adequately  capitalized  and adequately  managed banks.
However,  a  state  could  enact  specific  legislation  before  June  1,  1997,
prohibiting  interstate  branch  banking in that  state,  in which  event  banks
headquartered  in the state will not be permitted  to branch into other  states.
The  Nebraska  legislature  has not  enacted  any  such  "opt-out"  legislation.
However, Nebraska has prohibited de novo interstate branching and has prohibited
the  acquisition  of a branch,  as opposed to a whole bank,  by an  out-of-state
bank.  Applications  for  interstate  branching  authority  will be subjected to
regulatory  scrutiny  of  compliance  with  both  federal  and  state  community
reinvestment  statutes with respect to all of the banks involved in the proposed
transaction.

The effect of this may be to permit the further  consolidation  of the  Nebraska
banking  community  and the  acquisition  of  Nebraska  banks  and bank  holding
companies by larger regional bank systems or major money center banks.  This may
result in increased  competition for deposits and profitable loans. Further, the
regional  bank  systems  and  major  money  center  banks may be able to offer a
broader variety of services than those presently offered by Nebraska banks.

Supervision and Regulation; Effect of Government Policies
----------------------------------------------------------
Banking is a highly regulated industry, with numerous federal and state laws and
regulations  governing  the  organization  and  operation  of  banks  and  their
affiliates.  As a bank holding company,  First Commerce is subject to regulation
under the Bank Holding  Company Act of 1956,  which  requires  First Commerce to
register  with the Federal  Reserve  Board and  subjects  First  Commerce to the
Board's examination and reporting requirements.  The Act requires prior approval
of  the  Federal  Reserve  Board  for  bank  acquisitions  (which  includes  the
acquisition  of  substantially  all of the assets of any bank,  or  ownership or
control of any voting  shares of any bank,  if, after such  acquisition,  a bank
holding company would own, directly or indirectly, more than five percent of the
voting  shares of such bank).  The Act limits the  ability of First  Commerce to
engage in, or to acquire direct or indirect  control of the voting shares of any
company engaged in any non-banking activity.  One of the principal exceptions to
this  limitation is for activities  found by the Federal Reserve Board, by order
or  regulation,  to be so closely  related to banking or managing or controlling
banks as to be a proper  incident  thereto  (such as making or servicing  loans,
performing certain data processing services,  providing certain trust, fiduciary
and investment services, and engaging in certain leasing transactions).

First Commerce is also  registered as a bank holding  company under the Nebraska
Bank Holding Company Act.

Federal  law  also   regulates   transactions   among  First  Commerce  and  its
subsidiaries,  including  the  amount  of a  banking  affiliate's  loans  to, or
investments  in, an  affiliate  and the  amount  of  advances  to third  parties
collateralized by securities of an affiliate. In addition,  various requirements
and restrictions under federal law regulate the operations of First Commerce and
its  subsidiaries.  These laws,  among other things,  require the maintenance of
reserves against deposits,  impose certain  restrictions on the nature and terms
of loans,  restrict  investments and other  activities,  regulate  mergers,  the
establishment  of branches and related  operations,  and subject the  Subsidiary
Banks to  regulation  and  examination  by the FDIC and the  Comptroller  of the
Currency.  Banks  organized  under  federal  law are  limited  in the  amount of
dividends  which they may  declare--depending  upon the amount of their capital,
surplus, income and retained earnings--and,  in certain instances, such national
banks must  obtain  regulatory  approval  before  declaring  any  dividends.  In
addition,  under the Bank  Holding  Company Act of 1956 and the Federal  Reserve
Board's regulations,  a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or furnishing of services.

The banking  industry  also is affected by the monetary  and fiscal  policies of
regulatory authorities, including the Federal Reserve Board. Through open market
securities transactions,  variations of the discount rate, and the establishment
of reserve requirements, the Federal Reserve Board exerts considerable influence
over the cost and availability of funds obtained for lending and investing,  and
the rates of interest paid by banks on their time and savings deposits.

The monetary policies of the Federal Reserve Board have had a significant effect
on the operating results of bank holding companies and their subsidiary banks in
the  past  and are  expected  to  continue  to do so in the  future.  In view of
changing conditions in the national economy and in the money markets, as well as
the effect of actions by monetary and fiscal authorities,  including the Federal
Reserve  Board,  no  prediction  can be made as to  possible  future  changes in
interest  rates,  deposit  levels,  or loan  demand or as to the  impact of such
changes on the business and earnings of any bank or bank holding company.

The Company's  eight  subsidiary  banks are all chartered as national banks and,
therefore,  fall under the supervision and regulation of both the Comptroller of
the Currency and the Federal Deposit Insurance Corporation.  The Federal Deposit
Insurance  Corporation  Act of 1991 (FDICIA)  includes a variety of  supervisory
measures.  FDICIA  prescribed  a system of  prompt  regulatory  action  when any
financial  institution  falls  below  minimum  capital  standards.  FDICIA  also
requires   regulatory  agencies  to  prescribe  standards  related  to  internal
operations and management,  including  "internal controls  information and audit
systems," "loan documentation," "credit underwriting," "interest rate exposure,"
"asset  growth,"  and such other  operational  and  management  standards as the
agencies  deem  appropriate.  FDICIA  also  requires  that  regulatory  agencies
prescribe compensation standards for executive officers,  employees,  directors,
and principal shareholders of insured depository institutions. FDICIA authorizes
regulatory  agencies to treat as an "unsafe and unsound practice" any failure by
an institution to correct a deficiency that leads to a  "less-than-satisfactory"
examination rating for asset quality,  management,  earnings, or liquidity. This
permits the agencies to bring an enforcement  action against the institution and
impose sanctions.

Federal  Reserve Board's  Regulation O governs loans to directors,  officers and
principal  shareholders  of member  banks and their  related  interests.  FDICIA
imposed a cap on total  extensions  of credit to  insiders  equal to 100% of the
institution's  capital,  although the Federal Reserve has subsequently increased
the cap to 200% of capital for adequately  capitalized banks with less than $100
million in deposits.

Incorporated in FDICIA was the Truth-in-Savings Act, which applies to depository
accounts  offered by  depository  institutions.  This act  imposes  requirements
concerning disclosure of terms,  conditions,  fees, and yields to advertisements
and  general  solicitations,  to  periodic  account  statements,  and to certain
dealings between customers or potential customers and a depository  institution.
The Act aims to achieve  standardization of the method of calculating an "annual
percentage   yield"  and  provides  for  civil   liability  and   administrative
enforcement mechanisms.

From time to time,  various proposals are made in the United States Congress and
the Nebraska Legislature,  and before various bank regulatory  authorities which
would,  among other things,  alter the powers of, and restrictions on: different
types of banking organizations;  expand the authority of regulators over certain
activities of bank holding companies;  require the application of more stringent
standards with respect to the  acquisition  of banks;  expand the powers of bank
holding   companies  with  respect  to  interstate   acquisitions;   affect  the
non-banking  and  securities  activities  permitted  to  banks  or bank  holding
companies;  or restructure part or all of the existing regulatory  framework for
banks, bank holding companies and other financial institutions. It is impossible
to predict  whether  new  legislation  or  regulations  will be adopted  and the
impact, if any, on the business of First Commerce.

Dividends
----------
Under applicable  federal statutes,  the approval of the Comptroller is required
if the total of all  dividends  declared by a national  bank in a calendar  year
exceeds the aggregate of the Bank's "net profits," as defined, for that year and
its retained net profits for the two preceding years. Under this formula,  First
Commerce's subsidiary banks could declare aggregate dividends as of December 31,
1998,  without  the  further  approval  of  the  Comptroller,  of  approximately
$21,000,000.

Under  Federal  Reserve  Board  policy,  First  Commerce is expected to act as a
source of financial  strength to each subsidiary bank and to commit resources to
support such banks in circumstances where it might not do so absent such policy.

The FDIC and the  Comptroller  have authority  under federal law to take certain
enforcement actions against a national bank found to be engaged in conduct that,
in their opinion,  constitutes an unsafe or unsound banking practice.  Depending
upon the financial  condition of the bank in question,  and other  factors,  the
payment  of  dividends  or other  payments  might  under some  circumstances  be
considered by the FDIC and/or the Comptroller to be an unsafe or unsound banking
practice.  In such case, the  Comptroller  could,  among other things,  commence
cease and  desist  proceedings  and the FDIC  could  commence  a  proceeding  to
terminate deposit insurance.




Capital Requirements
---------------------
The Company and its subsidiaries are subject to various regulatory  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate  certain   mandatory  -  and  possibly   additional
discretionary - actions by regulators  that, if undertaken,  could have a direct
material effect on the Company's financial  statements.  The regulations require
that the Company and its banking  subsidiaries  meet specific  capital  adequacy
guidelines  that  involve   quantitative   measures  of  the  Company's  assets,
liabilities,  and certain off-balance-sheet items as calculated under regulatory
practices.  The Company's and its banking subsidiaries' capital  classifications
are subject to qualitative  judgments by the regulators about components,  risks
weightings, and other factors.

The Federal  Deposit  Insurance  Corporation  Improvement Act of 1991 ("FDICIA")
provides for,  among other things,  greater  authority for the  appointment of a
conservator or receiver for undercapitalized institutions. The prompt corrective
action  regulations  of the statute  specify  five capital  categories  with the
highest rating being "well  capitalized."  Generally,  to be "well  capitalized"
under the prompt corrective action  provisions,  an institution must have Tier 1
capital to risk weighted  assets and total capital to risk weighted assets of 6%
and 10%, respectively,  and Tier 1 capital to quarterly average assets of 5%. At
December 31, 1998, each of the Company's subsidiary banks exceeded the financial
requirements for the "well capitalized" category under such regulations.

The Federal Reserve Board has issued risk-based and leverage capital  guidelines
for bank holding companies like First Commerce. The risk-based guidelines define
a two-tier capital framework.  Generally,  Tier 1 capital consists of common and
qualifying  preferred  shareholders'  equity, less goodwill.  Generally,  Tier 2
capital  consists of mandatory  convertible  debt,  subordinated  debt and other
qualifying  term  debt,  preferred  stock  not  qualifying  for  Tier 1 and  the
allowance  for loan  losses,  subject to  certain  limitations.  The  regulatory
minimum  ratio for total  capital is 8%, of which 4% must be Tier 1 capital.  In
addition,  the minimum  leverage  ratio of Tier 1 capital to  quarterly  average
assets is 4%. On December 31, 1998,  First  Commerce's  total  capital ratio was
15.4%, its Tier 1 ratio was 14.0%, and its Tier 1 leverage ratio was 10.0%.

Foreign Operations
-------------------
The  Company  and  its  subsidiaries  do  not  engage  in any  material  foreign
activities.

ITEM 2.         PROPERTIES

First Commerce owns its headquarters  building, the NBC Center, which is located
at 1248 O Streets, Lincoln,  Nebraska, in the downtown central business district
of the city.  Construction of the  eleven-story  building was completed in March
1976. The Lincoln Bank leases the lower level and five additional  floors of the
building.
The remaining area of the building is leased to the public.

At  December  31,  1998,  First  Commerce's  subsidiary  financial  institutions
operated a total of eight main banking houses  (including the Lincoln Bank's NBC
Center location), 18 detached facilities, and 110 automated teller machines. All
of the facilities are owned by the respective  banks,  with the exception of the
Lincoln Bank, which is housed in the First Commerce owned NBC Center.

Additional  information  with respect to premises and  equipment is presented on
Page 18 of the Notes to Financial  Statements  in First  Commerce's  1998 Annual
Report to Shareholders, which is incorporated herein by reference.

For additional  description of property owned and operated by First Commerce and
each subsidiary, see Item 1.

ITEM 3.         LEGAL PROCEEDINGS

The nature of the  business  of First  Commerce  involves,  at times,  a certain
amount of  litigation  against  First  Commerce and its  subsidiaries  involving
matters arising in the ordinary course of business;  however,  in the opinion of
the  management of First  Commerce,  there are no  proceedings  pending to which
First Commerce or any of its  subsidiaries  is a party, or which its property is
subject,  which, if determined  adversely,  would be material in relation to the
financial condition of First Commerce.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of First Commerce's  security holders during
the fourth quarter of the fiscal year covered by this report.

Executive Officers of the Registrant
-------------------------------------
The present executive officers of First Commerce,  their respective ages and the
year each was first elected an officer, are set forth in the following table:
<TABLE>
<CAPTION>

                                                 Present Office                            Year First
       Name                             Age        or Position                          Elected Officer
      ------                           -----     ---------------                        ---------------
<S>                                      <C>     <C>                                           <C> 
James Stuart, Jr.                        56      Chairman and Chief                            1973
                                                 Executive Officer

Brad Korell                              50      Executive Vice President                      1990

Stuart Bartruff                          44      Executive Vice President                      1987
                                                 and Secretary (Principal
                                                 Financial Officer)

Mark Hansen                              43      Senior Vice President                         1994

Donald Kinley                            48      Senior Vice President and Treasurer           1977
                                                 (Principal Accounting Officer)
</TABLE>

The  occupations  of the  executive  officers  for the last  five  years  are as
follows:

James Stuart,  Jr. was elected  Chairman of the Board and Chief Executive  Offi-
cer on January 19, 1988. Mr. Stuart,Jr. had served as President and Chief  Exe-
cutive  Officer of First  Commerce  since May 3, 1985.  Mr.  Stuart,  Jr.
also serves as Chairman and Chief  Executive  Officer of the Lincoln Bank,  
Chairman of the North Platte Bank,  and as a director of the remaining subsi-
diary banks except the West Point Bank.

Brad Korell has served as  Executive  Vice  President  of First  Commerce and as
President  of the  Lincoln  Bank since March 7, 1990.  Prior to March 1990,  Mr.
Korell had served as  Executive  Vice  President  and Senior Loan Officer of the
Lincoln Bank since December 1987.

Stuart Bartruff has served as Executive Vice President and Secretary since April
of 1994. Prior to April 1994, Mr. Bartruff served as Senior Vice  President-Loan
Services since 1988 and was elected Secretary in May of 1992.

Mark Hansen was  elected  Senior Vice  President  of First  Commerce on June 21,
1994.  Mr.  Hansen has been an employee of the National  Bank of Commerce  since
1977,  beginning  as a Loan  Analyst  and being  promoted to  Corporate  Lending
Officer in 1980,  Corporate  Banking  Manager in 1986,  Senior Lender Officer in
1990, and Executive Vice President of National Bank of Commerce in 1992, a title
he still holds.

Donald Kinley was elected as Senior Vice President and Treasurer in March 1999.
Prior to that Mr. Kinley served as Vice President and Treasurer for more than 
five years.

No family relationships exist between any of the executive officers.

PART II

ITEM 5.         MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                STOCKHOLDER MATTERS

Incorporated  by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1998, Page 1 and Page 27.

ITEM 6.         SELECTED FINANCIAL DATA

Incorporated  by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1998, Pages 28-31.

ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATION

Incorporated  by reference from the First Commerce Annual Report to Shareholders
for the Year Ended  December  31,  1998,  Pages 32 through 47, and  captioned as
"Management's Discussion and Analysis."

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated  by reference from the First Commerce Annual Report to Shareholders
for the Year  Ended  December  31,  1998,  Pages 37 through  40,  and  captioned
"Management's Discussion and Analysis--Market Risk."


ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated  by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1998, Pages 10 through 26.

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE

None.
PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference from the First Commerce Proxy Statement for the Annual
Meeting  of  Shareholders  to be held  April 20,  1999,  under the  caption  "1.
Election of Class I Directors," commencing on Page 2.

For information concerning the Executive Officers, see Item 4 at Page 13.

ITEM 11.        EXECUTIVE COMPENSATION

Incorporated by reference from the First Commerce Proxy Statement for the Annual
Meeting of Shareholders to be held April 20, 1999, under the caption  "Executive
Compensation and Other Information."

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

Incorporated  by reference from the First Commerce Proxy  Statement for the An-
nual Meeting of Shareholders to be held April 20, 1999, under the captions 
"Principal Shareholders" and "1. Election of Class I Directors."

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated  by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1998,  Page 21,  Footnote M and  incorporated by
reference  from the First  Commerce  Proxy  Statement for the Annual  Meeting of
Shareholders  to  be  held  April  20,  1999,   under  the  caption   "Executive
Compensation and Other Information."



<PAGE>



PART IV

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                FORM 8-K
<TABLE>
<CAPTION>

Financial Statements                                                                  Page Reference
                                                                             in Annual Report to Shareholders *

     <S>                                                                                         <C>
     Consolidated Balance Sheets as of December 31, 1998 and 1997................................10
     Consolidated Statements of Income for the Three Years Ended December 31, 1998...............11
     Consolidated Statements of Stockholders' Equity for the Three Years Ended
          December 31, 1998......................................................................12
     Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1998...........13
     Notes to Consolidated Financial Statements..................................................14
     Independent Auditors' Report................................................................26
</TABLE>

Condensed financial statements for parent company only may be found in the Notes
to  Consolidated  Financial  Statements,  Note P,  Pages  23 and 24.  All  other
schedules have been omitted because the required information is presented in the
financial  statements  or in the notes  thereto,  the amounts  involved  are not
significant or the required subject matter is not applicable.

*  These  items  are  included  in  First   Commerce's  1998  Annual  Report  to
Shareholders on the pages indicated and are hereby  incorporated by reference in
this Form 10-K.  First  Commerce's  1998  Annual  Report to  Shareholders  is an
integral part of this Form 10-K.

Reports on Form 8-K

There were no Form 8-K's filed in the fourth quarter of 1998.



<PAGE>
<TABLE>
<CAPTION>
Exhibits

The following Exhibit Index lists the Exhibits to Form 10-K.

     Exhibit Number                                                    Page No. or Incorporation
                                                                       by Reference to
     --------------                                                   -----------------------------
     (3) Articles of Incorporation and By-Laws:

         <S>                                                           <C>
         (a)  Articles of Incorporation of First Commerce              Exhibit 3.1 to Form S-1
              Bancshares, Inc.                                         No. 2-97513*

         (b)  Amendment to Articles of Incorporation dated             Exhibit 3.1(a) to Form 8-K dated
              October 19, 1993.                                        October 19, 1993*

         (c)  Amendment to Articles of Incorporation dated             Exhibit 3 (c) to Form S-4
              April 19, 1994                                           No. 33-81190*

         (d)  By-Laws of First Commerce Bancshares, Inc.               Exhibit 3.1 to Form S-1
                                                                       No. 2-97513*

     (4) Form of Indenture (including form of Capital Note) Exhibit 4(A) to Form
         S-1 relating to the issuance of  $26,500,000  principal  No.  33-47328*
         amount of Capital  Notes issued in Series  between the  Registrant  and
         Norwest Bank Nebraska, N.A., as Trustee.

     (9) Not applicable.

     (10)Material contracts.

         <S>                                                             <C>     
         (a)  First Commerce Supplemental Executive Retirement and       Exhibit 10(c) to Form 10-K for
              Deferred Compensation Plan and Trust Agreement.            the year ended December 31, 1992.
                                                                         Exhibit 1 to Form 10-Q for the
                                                                         Quarter ended March 31, 1998.*

         (b)  Deferred Compensation Plan and Deferred Compensation Exhibit 10(d)
              to Form 10-K for Trust  Agreement  dated April 2, 1993 between the
              the year ended December 31, 1993.* Company and Bradley F. Korell.

         (c)  Deferred Compensation Plan and Deferred Compensation Exhibit 10(e)
              to Form 10-K for Trust  Agreement  dated April 2, 1993 between the
              the year ended December 31, 1993.* Company and Mark W. Hansen.

         (d)  Deferred Compensation Plan and Deferred Compensation Exhibit 10(f)
              to Form 10-K for Trust  Agreement  dated April 2, 1993 between the
              the year ended December 31, 1993.* Company and Stuart L. Bartruff.

         <S>                                                             <C>      
         (e)  Dividend Reinvestment Plan and Employee Stock              Exhibit 1 to Form 8-K dated
              Purchase Plan.                                             December 15, 1995.*

     (11)Not applicable.

     (12)Not applicable.

     (13)Annual Report to Security Holders.

     (16)Not applicable.

     (18)Not applicable.

     (19)Not applicable.

     (22)Subsidiaries of the Registrant.                                 See Item 1, Page 3.

     (23)Not applicable.

     (24)Not applicable.

     (25)Not applicable.

     (28)Not applicable.

     (29)Not applicable.

*Exhibit has heretofore  been filed with the Securities and Exchange  Commission
and is incorporated herein as an exhibit by reference.

Financial Statement Schedules

     None.

</TABLE>


<PAGE>



                                                    SIGNATURES

Pursuant to the requirements of Section 13 or 14 (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.


FIRST COMMERCE BANCSHARES, INC.


By: James Stuart, Jr.                                     Date: March 23, 1999
    --------------------------------                            ---------------
    James Stuart, Jr.
     Chairman, Chief Executive Officer
     and Director



By: Stuart Bartruff                                       Date: March 23, 1999
    --------------------------------                            ---------------
     Stuart Bartruff
     Executive Vice President and Secretary
     (Principal Financial Officer)



By: Donald Kinley                                         Date: March 23, 1999
    --------------------------------                            ---------------
     Donald Kinley
     Senior Vice President and Treasurer
     (Principal Accounting Officer)



<PAGE>



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


David T. Calhoun                                          Date: March 23, 1999
---------------------------                                     --------------
David T. Calhoun, Director


Connie Lapaseotes                                         Date: March 23, 1999
---------------------------                                     --------------
Connie Lapaseotes, Director


__________________________                                Date:_______________
John G. Lowe, III, Director


__________________________                                Date: _____________ 
John C. Osborne, Director


_____________________________                             Date: ____________
Richard C. Schmoker, Director


William C. Schmoker                                       Date: March 23, 1999
-----------------------------                                   ---------------
William C. Schmoker, Director


_____________________________                             Date: _______________
Kenneth W. Staab, Director


James Stuart, Jr.                                         Date: March 23, 1999
---------------------------                                     --------------
James Stuart, Jr., Director


James Stuart, III                                         Date: March 23, 1999
---------------------------                                     ---------------
James Stuart, III, Director


Scott Stuart                                              Date: March 23, 1999
----------------------                                          ---------------
Scott Stuart, Director