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, 1997	

   	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 amend-
ment to this Form 10-K.         

	As of March 6, 1998, the aggregate market value of the common stock held by 
non-affiliates of the registrant was $172.8 million.  For purposes of this com-
putation only, the market value per share has been determined to be $29.875 for 
Class A shares and $30.00 for Class B shares, which is the closing 
price on March 6, 1998.  "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    March 6, 1998    
	Class A Common Stock, $.20 Par Value		    2,591,336      shares
	Class B Common Stock, $.20 Par Value		   10,938,951      shares

DOCUMENTS INCORPORATED BY REFERENCE

1997 Annual Report to Shareholders - Parts I, II and IV
Proxy Statement for Annual Shareholder's Meeting to be held April 21, 1998 -
 Part III
<PAGE>
INDEX
PART I

                                                   										Page Number in:
                                                   										Form	  Annual
									                                                   	10-K	  Report 
ITEM 1. Business
	   General					                                         			  3
		Statistical Disclosures
		Distribution of Assets, Liabilities and 
		Shareholder's Equity; Interest Rates and 
		Interest 	Differential             ------------------------ 	 -----30
		Investment Portfolio						                                        	35
		Loan Portfolio							                                             	36
		Summary of Loan Loss Experience					                               39
		Deposits								                                               21, 30 & 43
		Return on Equity and Assets						                                  32
		Short-term Borrowings						                                       	21
ITEM 2.	Properties							                                    14
ITEM 3.	Legal Proceedings						                              14
ITEM 4.	Submission of Matters to a Vote of Security
		 Holders 							                                           15
		Executive Officers					                                    15

PART II

ITEM 5.	Market for the Registrant's Common Stock and 
		Related Stockholder Matters				                            16
ITEM 6.	Selected Financial Data					                         16
ITEM 7.	Management's Discussion and Analysis of Financial 
		Condition and Results of Operation			                      16
ITEM 7A.	Quantitative and Qualitative Disclosures About 
		Market Risk							                                         16
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							                                          17
ITEM 11.	Executive Compensation					                         17
ITEM 12.	Security Ownership of Certain Beneficial Owners 
		and Management						                                       17
ITEM 13.	Certain Relationships and Related Transactions	     17

PART IV

ITEM 14.	Exhibits, Financial Statement Schedules, and 
		Reports on Form 8-K					                                   18
		Signatures							                                          20
<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%

As of December 31, 1997, First Commerce reported consolidated total 
assets of $2,251,100,000, total deposits of $1,649,494,000 and total 
stockholders' equity of $232,580,000.

As of December 31, 1997 First Commerce and its subsidiaries had a 
staff of approximately 1,108 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 
53 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 
72,000 active accounts as of December 31, 1997.

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.


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.  The 
Kearney Bank presently operates three detached facilities and 13 
automated "Bank In The Box" teller machines located throughout the 
Kearney area.

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 11 automated "Bank In The 
Box" teller machines located in Grand Island.

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.

On March 31, 1995, the Company acquired Western Banshares, Inc. with 
offices in Alliance and Bridgeport, Nebraska.  The two offices were 
merged into North Platte National Bank.  The name of the bank was 
changed to Western Nebraska National Bank. The two offices in Alliance 
and Bridgeport now operate as branches of the Western Nebraska 
National Bank.

The North Platte Bank has loan/deposit production offices in Hyannis, 
Mullen, and Valentine, Nebraska.  The Valentine and Mullen offices 
will be acquired by the proposed Valentine Bank in the event that 
regulatory approval is obtained.  See Western Nebraska National Bank - 
In Organization (the "Valentine Bank").

The North Platte Bank has nine automated "Bank In The Box" teller 
machines in North Platte, one each in Alliance, Bridgeport, Thedford,  
Hyannis, Mullen, and Valentine, 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.  

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 
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 building is owned 
by the West Point Bank.  

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 which 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 - In Organization (the "Valentine 
Bank")

On March 4, 1998, First Commerce caused to be filed an application to 
charter a new national bank in Valentine, Nebraska.  It is proposed 
that the Valentine Bank acquire the assets and assume the deposits of 
the North Platte Bank's loan/deposit production offices in Valentine 
and Mullen, Nebraska.  The charter and the deposit assumption are 
subject to approval of the Comptroller of the Currency.  In addition, 
the Federal Deposit Insurance Corporation must approve the new bank 
for deposit insurance and the Federal Reserve Board must approve the 
acquisition of the stock of the Valentine Bank by First Commerce.  
First Commerce expects to receive all of these approvals, although 
there can be no assurance that these approvals will be obtained.  

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.  The funds are advised by First 
Commerce Investors.  Four funds were created, all under the name of 
the Great Plains Family of Funds.  There are two equity funds and two 
bond funds, with an international fund to be created later in 1998.  
At December 31, 1997, assets in these funds totaled $412 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, particularly as a result of recent legislation and 
technological developments.  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, 1997, First 
Commerce had total deposits of approximately $1,649,494,000 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).  Effective March 27, 1992, 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.)

In 1996, First Bank Systems, a Minnesota based banking organization, 
completed the purchase of FirsTier Financial, Inc., one of First 
Commerce's major competitors in the Lincoln and Nebraska markets.  In 
1997, US Bancorp merged with First Bank Systems. 

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.  Commencing September 29, 1995, adequately 
capitalized and adequately managed bank holding companies were 
permitted to make acquisitions of banks located anywhere in the United 
States without regard to the provisions of any state laws that may 
presently 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 
will also be 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 seven 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 recently 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, 1997, 
without the further approval of the Comptroller, of approximately 
$20,672,000.

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 which, 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, 1997,  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, 1997, First 
Commerce's total capital ratio was 14.9%, its Tier 1 ratio was 13.5%, 
and its Tier 1 leverage ratio was 9.7%.

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, 1997, First Commerce's subsidiary financial 
institutions operated a total of seven main banking houses (including 
the Lincoln Bank's NBC Center location), 18 detached facilities, and 
114 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 20 of the Notes to Financial Statements in First 
Commerce's 1997 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:

     			              	Present Office	  	     Year First
	Name           		Age	  or Position  		     Elected Officer

James Stuart, Jr.	55	Chairman and Chief	 	          1973
				                 Executive Officer

Brad Korell		     49	Executive Vice President	      1990

Stuart Bartruff	  43	Executive Vice President	      1987
				                 and Secretary (Principal
				                 Financial Officer)

Mark Hansen		     42	Senior Vice President	  	      1994

Donald Kinley	    47	Vice President and Treasurer 	  1977
                 				(Principal Accounting Officer)

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 Officer on January 19, 1988.  Mr. Stuart, Jr. had served as 
President and Chief Executive 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 subsidiary 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 Vice President and Treasurer in April 
1993.  Prior to that Mr. Kinley served as Vice President and Assistant 
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, 1997, Page 1 and Page 29.

ITEM 6.	SELECTED FINANCIAL DATA

Incorporated by reference from the First Commerce Annual Report to 
Shareholders for the Year Ended December 31, 1997, Pages 30-33.

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, 1997, Pages 34 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, 1997, Pages 39 through 
42, 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, 1997, Pages 12 through 
28.

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 21, 1998, 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 21, 1998, 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 Annual Meeting of Shareholders to be held April 21, 1998, 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, 1997, Page 23, Footnote M 
and incorporated by reference from the First Commerce Proxy Statement 
for the Annual Meeting of Shareholders to be held April 21, 1998, 
under the caption "Executive Compensation and Other Information."


PART IV

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
	FORM 8-K

Financial Statements					                                 		Page Reference
						                                                    	in Annual Report 
                                                           to Shareholders *

Consolidated Balance Sheets as of December 31, 1997 and 1996	     12
Consolidated Statements of Income for the 
  Three Years Ended December 31, 1997					                        13
Consolidated Statements of Stockholders'
 Equity for the Three Years Ended December 31, 1997			            14
Consolidated Statements of Cash Flows for 
  the Three Years Ended December 31, 1997		                    			15
Notes to Consolidated Financial Statements				                    16
Independent Auditors' Report							                               28

Condensed financial statements for parent company only may be found in the Notes
to Consolidated Financial Statements, Note P, Pages 25 and 26.  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 1997 Annual Report to Share-
holders on the pages indicated and are hereby incorporated by reference in this
Form 10-K.  First Commerce's 1997 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 1997.


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:

(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 
   	October 19, 1993.                           				 dated	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.

(a) First Commerce Supplemental Executive 
    Retirement and Deferred Compensation Plan		       Exhibit 10(c) to Form 10-K
    and Trust Agreement.					                         for the year ended Decem-
                                                      ber 31, 1992.*

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

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

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

(e)	Dividend Reinvestment Plan and Employee Stock    	Exhibit 1 to Form 8-K  
    	Purchase Plan.	                             				 dated	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.


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 17, 1998	
	   James Stuart, Jr.
	   Chairman, Chief Executive Officer
	   and Director



By: Stuart Bartruff		                   Date: March 17, 1998	
   	Stuart Bartruff
	   Executive Vice President and Secretary
   	(Principal Financial Officer)



By: Donald Kinley		                     Date: March 17, 1998	
   	Donald Kinley
	   Vice President and Treasurer
   	(Principal Accounting Officer)


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 17, 1998	
 David T. Calhoun, Director


 Connie Lapaseotes			                   Date: March 17, 1998	
Connie Lapaseotes, Director


___________________________            		Date:	
John G. Lowe, III, Director


John C. Osborne			                       Date: March 17, 1998	
John C. Osborne, Director


Richard C. Schmoker		                    Date: March 17, 1998	
Richard C. Schmoker, Director


William C. Schmoker		                    Date: March 17, 1998	
William C. Schmoker, Director


Kenneth W. Staab			                      Date: March 17, 1998	
Kenneth W. Staab, Director


                                       		Date:	
James Stuart, Director

	
James Stuart, Jr.			                     Date: March 17, 1998	
James Stuart, Jr., Director


James Stuart, III			                     Date: March 17, 1998	
James Stuart, III, Director


Scott Stuart			                          Date: March 17, 1998	
Scott Stuart, Director