DESCRIPTION OF BUSINESS

First Commerce Bancshares, Inc. (the Company) is a multi-bank holding company 
organized as a Nebraska corporation. The Company's primary business is the 
ownership and management of seven commercial bank subsidiaries, a mortgage 
company and an asset management company. These subsidiaries provide a 
comprehensive range of trust, commercial, consumer, correspondent, retail 
deposit services and mortgage banking services. The Company provides computer 
services to banks throughout Nebraska and surrounding states through its 
subsidiary, First Commerce Technologies, Inc.  First Commerce Technologies 
presently has four computer centers in Nebraska, one in Colorado, two in Kansas,
one in Arkansas and one in Florida.

The Company is geographically located throughout Nebraska with full service 
banking offices in Alliance, Bridgeport, Grand Island, Hastings, Kearney, 
Lincoln, McCook, North Platte and West Point.  Loan/deposit production offices 
are located in Cairo, Hyannis, Mullen, Snyder, Valentine and Wood River, 
Nebraska; Burlington, Colorado; and Goodland, Kansas.


FINANCIAL HIGHLIGHTS  (IN THOUSANDS EXCEPT PER SHARE DATA)
						                                                        					PERCENT
AT DECEMBER 31,	                               	1997	     	1996	   	CHANGE
						                                       	-------	- --------	--------
<TABLE>
<S>                                          <C>         <C>         <C>
Assets					                                  $2,251,100  $2,028,012	 11.0%
Investments					                               	699,625    	649,861	  7.7 
Loans						                                   1,236,443   1,121,239	 10.3 
Deposits					                                 1,649,494   1,574,544	  4.8
Stockholders' equity			                        	232,580    	197,398	 17.8
Per share data:
Stockholders' equity before 
  net unrealized gains
  on securities available for sale 		             15.57    	  13.92	 11.9
Total stockholders' equity		 	                    17.19    	  14.57	 18.0
Closing bid price
  Class A						                                   29.00	      26.50	  9.4
  Class B						                                   32.50	      19.50	 66.7
</TABLE>
<TABLE>
	 	 
									                           	PERCENT	         	PERCENT
YEAR ENDED DECEMBER 31,       1997	  CHANGE	  1996	    CHANGE	   1995
                      						------ --------  ------   -------   ------	
<S>                        <C>        <C>    <C>        <C>    <C>
Net interest income 		     $76,586	   9.2%   $70,106	   15.1%	 $60,889
Provision for loan losses	  	8,297	  21.3     	6,839	   95.7	    3,495
Noninterest income		        53,839	  22.3     44,030	   30.1  	 33,850
Noninterest expense		       81,103	   9.7     73,912	   14.8    64,393
Net income 				             26,597	  22.3     21,756	   24.9	   17,420

Return on average equity before
  net unrealized gains (losses) on
  securities available
  for sale                  	13.28%	         	12.14%          		10.52%
	
Per share data:
 Basic net income			        	$1.96	         		$1.60	          		$1.29	
 Dividends					                .30		         	  .26          			  .227
Marketable equities (cost  $51,698	         $39,996		         $30,755
Marketable equities 
(fair value)			             82,394		         50,856		          37,652
</TABLE>
<PAGE>
<TABLE>
Dear Stockholders,

Our Company had another excellent year of financial and operational progress.  
Net income for the year 1997 was $26.6 million, up 22.1% over the $21.8 million 
earned in 1996.  On a per share basis, earnings were $1.96 versus $1.60 in 1996, 
up 22%.  Total assets increased 11% to $2.25 billion and loans increased 10% to 
$1.24 billion.  Also, the Global Fund increased in value by $12.7 million and 
one of our venture investments increased from $429,000 in cost to a market value 
of $17 million at year end 1997.  Results such as these are enviable.  They 
reflect a continuing pattern of our own success in an industry and an economic 
environment which has enjoyed a strong seven years.
FCB Earnings Per Share
1992     $1.47
1993      1.52
1994      1.46
1995      1.29
1996      1.60  
1997      1.96

As in past annual letters, the remainder of this report will discuss in detail 
the progress, or lack thereof, of many of our operating units.  I should point 
out that as our company continues to grow, in size and complexity, it is 
difficult to review each of our business units.  Probable cause for a business 
unit not being discussed in this report is likely due to the fact that they are 
performing admirably, under strong leadership.  Unfortunately, this letter does 
not allow me to comment on each of our excellent leaders and employees.  A 
standing ovation is in order for most that work for this Company. 

Corporate Earnings
As mentioned earlier, FCB achieved very strong earnings of $26.6 million, up 22% 
over 1996.  These good results are generally due to nearly every part of our 
business working very well (with the exception of First Commerce Technologies, 
which I will discuss later).  Our basic banking business, which continues to 
produce the largest share of bottom line results, produced excellent profits due 
to good loan growth and minimal credit losses.  Our Global Fund achieved strong 
investment returns of 21.6% and $4.7 million in profits were taken from the sale 
of securities.  We also had a very positive result from one of our venture 
investments (Transcrypt International) which was offered to the public via an 
I.P.O. which at December 31, 1997, was worth $17 million.  In addition, fee 
income for FCB was very strong across the board, uniquely so in our trust and 
brokerage business.

With the increasing and diverse income sources in our organization due to the 
varied businesses we are in, it is sometimes confusing to understand how we are 
really performing on a fair "apples to apples" comparison.  In an attempt to 
clarify this, I would like to focus for a moment on what I call our "normalized" 
earnings, as this is a reasonable way to judge the performance of our basic 
business over consistent time periods.  During 1997, securities gains from our 
Global Fund were $4.7 million, $3.1 million more than the previous year.  In 
future years, it is probable that in addition to Global gains, we will also have 
gains from the sale of our venture capital portfolio which will also impact our 
bottom line.  In addition, occasionally we take bond profits which I do not call 
a "normal" part of our bottom line.  

 
I wish to not cause any misunderstanding here, for profits are good, no matter 
if they result from our normal banking business, from Global gains, or from 
successful venture capital investment sales.  But, a "normalized" earnings 
figure is important as it allows us, and you, to see how well we are doing in 
our "core" business activities.  This new measurement tool will not enable a 
"unique profit" to mask the basic ongoing performance of our Company.  The 
results of this "normalizing" process are scheduled below, followed by a graph 
for the three years 1995, 1996, and 1997.
	           FCB NORMALIZED EARNINGS SCHEDULE

                     					    1995	     1996	      1997
                         	   ------    -------    ------
<S>                         <C>       <C>        <C>
Net income				              $17,420  	$21,756   	$26,597
Less global gains 
 net of tax				                	332	    1,063   	  3,067
Less venture capital 
 gains (losses)			              	76	     (116)	       	-
Less securities gains 
 net of tax	    			             	46	       24  	     94
                        	 -------     ------      ------
Normalized earnings		       $16,966	  $20,785   	$23,436
	
As you can see, "normalized earnings" for 1997 were $23.4 million, up 12.8% over 
the 1996 year, and 1996 "normalized earnings" were $20.8 million, up 22.5% over 
1995.  This new performance measurement will be referred to from time to time in 
future reports and press releases.

Loan Growth
Loan volume at year-end 1997 was $1.2 billion, up 10% over the previous year.  
Over the past five years, loan volume has increased at an average growth rate of 
16.7%.  We continue to encourage all lending sectors to grow as rapidly as 
possible without negatively impacting credit quality as we have adequate 
management and capital to accommodate strong growth.  This past year, our growth 
was enhanced by the excellent growth of our co-branded credit card product, 
which increased our "managed outstandings" year over year by $23 million.

FCB Managed Loans

1992      		674
1993  		    778
1994  		    850
1995		    1,017
1996		    1,177
1997		    1,311

Loan growth in the past few years has been excellent due to a strong economy, 
good execution of marketing plans by our bankers, and to some degree a positive 
short term competitive environment.  Future accelerated loan growth will be more 
difficult to achieve as competition has heightened considerably, and today's low 
interest rates provide many of our commercial real estate and ag borrowers 
opportunities to refinance current loans with low fixed rates from insurance 
companies or government agencies.  We work hard at growing our note case as we 
know that good loan growth is vital to our continued bottom line improvement.

Loan Quality
As we know, equally important to good bottom line results from loan growth, is 
the maintenance of solid credit quality.  We have a strong, ingrained credit 
culture in our Company that has a bias toward minimal loan losses. During the 
past year (excluding credit card losses), our organization had $986,000 of 
actual loan charge offs net of collections, and over the past five years our net 
losses (excluding credit card) have also been minimal.
FCB Net Charge-offs
Excluding Credit Cards
1993 	    		-393
1994 			    -407
1995 			     -43
1996		     1,518
1997      		 985

FCB Net Losses as a Percent of Loans Excluding Credit Cards

1993		-.06%
1994		-.05%
1995		0.00%
1996		 .14%
1997		 .09%



Industry averages would generally be double our loss level.  This excellent 
result reflects favorably on our strong national and regional economy and also 
the quality of our credit granting system and the skill of our lenders and 
managers.

Credit Card
The National Bank of Commerce (our lead bank with $1.3 billion in assets) has 
one of the most operationally efficient credit card businesses in the country.  
We have 63,500 active accounts with volume of $84 million.  Two years ago we 
entered into a co-branded credit card partnership arrangement with Cabela's, 
"The Worlds Foremost Outfitter of Hunting, Fishing and Outdoor Gear."  Our co-
branded card product has been very successful with nearly 72,000 active accounts 
and $96 million of current outstandings.  Needless to say, we are very pleased 
with past results, the quality of our partner, and future prospects of this 
partnership.



National Statistics from Visa Peer Group Information.

As discussed last year, the card business nationally has experienced heavy 
increases in loss rates during the past three years.  Below is a graph of 
national loss averages and a graph of our loss rates over the same three year 
period.
National vs. FCB Credit Card 
Net Charge-offs as a Percent 
of Outstanding Loans
		      National	  FCB
	1995 Q1	   3.4%  	3.2%
	1995 Q2	   3.5	   3.2
	1995 Q3	   3.7   	3.7
	1995 Q4	   4.0   	3.7
	1996 Q1	   4.5	   4.2
	1996 Q2	   5.2	   4.7
	1996 Q3	   5.3   	5.1
	1996 Q4	   5.7   	5.1
	1997 Q1	   6.3   	4.9
	1997 Q2	   6.8	   6.4
	1997 Q3	   6.6	   5.3
	1997 Q4	       	  6.1

As you can see by the graphs, losses have more than doubled nationally and for 
us as well.  Our losses are less than the averages, but are still too high.  
Easier NBC credit standards are not the cause of our increased losses.  What has 
caused the problem is excessive use of credit cards by consumers in general, and 
an excess of easy credit granting by some of our competitors.  In addition, the 
nation has experienced a three-fold increase in personal bankruptcy filings 
since the early 90's.  Many issuers in the industry have had poor bottom line 
results due to their poor credit policies.  Our card business continues to be 
profitable for us, even with existing high level of losses.  We continue to try 
to find ways to bring our loss rates down.  We are, however, content to continue 
in this business that, although is less profitable than a few years ago, 
continues to be a solid profit center for us.


FCB Managed Credit Card Outstandings (In millions)
   			Porfolio	Managed	Combined
	1993		$81.9  	 		0	    $ 81.9
	1994		 80.1			   0	      80.1
	1995		108.6			   0	     108.6
	1996		 98.9		   56	     154.9
	1997		109.7	    75	     181.7
Tom Boatman, Senior Vice President in charge of our credit card division at NBC, 
and his capable staff have done a good job managing rapid growth, providing 
quality customer service, while working hard to bring loss levels under control.  

Fee Income Growth
This past year was an excellent year for fee income growth which increased 14.5% 
over 1996 to $47 million in 1997.  Although the improvement occurred in nearly 
all business areas, two of our business units produced outstanding results 
during the year and should be congratulated for this performance.

First is the Trust Division of National Bank of Commerce which produced pre-tax 
net income for the year of $2.25 million, up 50% over 1996.  Our Trust Division 
staff, capably led by Steve Caswell, continues to have a wonderful reputation of 
providing impeccable customer service.  This past year our people also did an 
extraordinary job of attracting new business.  Although this was a major team 
effort, Vicki Huff and Dick Rabe were absolutely brilliant in their new business 
activities.  They love this business and their customers - and are a marvel to 
watch.

NBC Trust Assets Under Management (In Millions)
1988			599
1989			710
1990			616
1991			707
1992			736
1993			1,089
1994			1,101
1995			1,470
1996			1,641
1997			1,981
	


NBC Trust Division Pre-Tax Income
 (In Millions)
1993			1.3
1994			1.3
1995			1.3
1996			1.5
1997			2.2

We like the trust business and are optimistic for continued good growth in the 
years ahead.  As you can see, it is a very important part of our business.  
Discount Brokerage Fee Income (In thousands)
1995  			  760
1996		 		1,129
1997			 	1,776


In addition to our trust business, our brokerage business also experienced 
another excellent year of growth.  We began our brokerage activity only four 
years ago, and last year we generated $1.8 million in FCB revenue, up 57% over 
1996.  Of this, about 42% hits our bottom line.  We now have ten fulltime 
brokers, most of whom are doing a wonderful job.  We have learned a great deal 
about this business in a short timeframe and we are excited about our continued 
growth in this business.

First Commerce Mortgage
Net Income (In thousands)
1993		  	434
1994			  190
1995		  	885
1996			1,079
1997			1,192

First Commerce Mortgage
Servicing Volume (In Millions)
1993	  		650
1994			  707
1995			  811
1996			1,038
1997			1,174


Our mortgage company had another excellent year in 1997.  Net income was $1.2 
million and mortgage servicing volume is now $1.17 billion.  We service over 
18,000 loans.  During this past year, we selected Jeff Holmberg to replace Doug 
Alford who will step down as President next fall after 10 years of excellent 
performance with FCM, and 36 years with our Company.  Doug has done a wonderful 
job.  He and I started this business ten years ago from scratch.  He has done 
most of the work.  Fortunately, Doug has informed me that he does not plan to 
stop working so we will continue to have his skill and energy in some helpful 
role for some time to come.  Jeff Holmberg is the past president of Lincoln Bank 
South, a very knowledgeable banker, and very enthusiastic and well equipped to 
continue the solid growth of our mortgage company.  Current low levels of 
interest rates have created mortgage volume at three times the level of normal 
periods.


Global Fund
Our Global Fund at the end of the year had a market value of $56.7 million, up 
$12.7 million from year-end 1996.  Investment returns for the year were 21.6%, 
quite a bit better than the Lipper Global Index to which we compare ourselves.  
Below is a graph showing Global Fund investment returns over the past five 
years, and a graph showing the volume of our Global investments and the increase 
in value over our cost.
Global Fund Investment Returns
1993			20.2%
1994			 2.9
1995			23.6
1996			17.0
1997			21.6


Global Fund
Level of Investment (In millions)
     		Cost	Market
	1993  	7.9	   9.9
	1994	 23.4	  23.4
	1995	 27.3	  34.2
	1996	 33.2	  44.0
	1997	 42.6	  56.4

Our Company policy calls for us to invest 20% of FCB profits each year into 
Global.  We are hopeful that over time we will be able to produce investment 
returns that average 15%.  During this past year, I turned over the major 
responsibility for management of our Global Fund to Jim Stuart, III, Chairman of 
First Commerce Investors, Inc.  Jim is very bright and is well supported by 
Cameron Hinds, President and Chief Investment Officer of First Commerce 
Investors, and a crew of very capable stock analysts.

This past year we realized $3.1 million of after tax Global gains as some of our 
investments "matured" and were sold.  Under normal circumstances, we anticipate 
taking about 20% of our unrealized market price appreciation in gains as we 
estimate that a good investment idea will generally mature in five years.  At 
the end of 1997, Global had $14.1 million of unsold appreciation over cost in 
the portfolio.

Global provides FCB with a unique income stream of interest, dividends, and 
capital gains, while also providing important diversification for our Company.

If we are reasonably successful with our investment returns, i.e. only 12%, and 
we grow FCB net income at only 5% per year, in 2017 - 20 years from now - Global 
will have a market value of $650 million.

Venture Capital
Ten years ago we began to make certain types of "venture capital" investments.  
Our general venture investment will range from $200,000 to $500,000 in an 
operating company, which we believe has excellent long term prospects for 
significant growth in value.  (We do not invest in start-ups.)  We currently 
have investments in six companies with a total investment cost of $1,549,000.  
In this venture business, you have to keep making new investments as out of 20 
investments, typically 60% will fail, 35% will go sideways, and 5% (we hope) 
will prove to be successful at some level.  During 1997, one of our venture 
investments, Transcrypt International, a Lincoln based company that sells voice 
security systems for radios and telephones worldwide, sold shares in the public 
stock market.  Our original investment in Transcrypt of $429,000 had a market 
value of $17 million at year end 1997.  Although we continue to like 
Transcrypt's prospects and may hold this investment for many years, it is 
possible that some of this equity position will be sold in 1998.

We budget $750,000 per year for venture investments and will likely continue to 
try to find some exciting ideas.  
A great deal of patience is required to be successful in this field, and a 
success such as Transcrypt is rare indeed.

Mutual Funds
This past year we converted our common trust funds into mutual funds.  The 
complex and lengthy process of this conversion will prove to be well worth our 
efforts.  At year end, assets in our family of funds totalled $412 million.  Our 
employee benefit and personal trust customers will now have greatly enhanced and 
important product improvement, and we will be able to continue to provide 
excellent professional investment management to bring quality investment returns 
to our customers.

The conversion took place in October 1997.  Four funds were created, all under 
the name of the Great Plains  Family of Funds.  We have two equity funds, two 
bond funds, and an international equity fund to be created later this year.  
Equity and bond fund performance has been very good and we see good 
opportunities to grow our investment management business through the growth of 
these mutual funds.  Our Trust Division people and the people at First Commerce 
Investors did a great job creating the funds and executing the conversion.  The 
big job is now in front of us - continuing to produce excellent investment 
results and then successfully marketing this new product series. 

Retail Banking
Last year in the annual letter, I discussed our strategies to enhance the growth 
potential of our retail banking business.  Jo Kinsey, Senior Vice President of 
National Bank of Commerce, has done a wonderful job launching our new and better 
way to deliver quality service to our retail customers.  We have rebuilt our 
branches to make them more "user friendly", and we now have tellers and personal 
bankers who like to cross-sell bank services.

Conversion of the other FCB banks to our new approach is now underway.  We were 
pretty good at retail banking before.  We are on the way to being as good as 
there is in the industry.

This past year we began a new telephone bill paying service, introduced a new PC 
banking product, and soon to come will be interactive websites which will be 
accessible via the Internet.  These are very exciting products and will become 
very important as the years go by. 

First Commerce Technologies
This past year First Commerce Technologies lost $980,000.  The losses began in 
May of 1997 as we made the decision to invest in additional people and equipment 
to improve service levels and enhance our product offerings.  An in-depth 
operational review was undertaken by Brad Korell, NBC President, and the FCT 
senior management staff, to develop an accurate understanding of our competitive 
position in this rapidly changing industry.  Although the results of our study 
are too long and detailed to report in its entirety, the summary of our findings 
was as follows:
?	We continue to re-sign 95% of existing customers, i.e. our product is 
quite good.
?	Service levels have improved importantly.
?	Financial controls have improved.
?	Management capability and staff morale is excellent.
?	Industry opportunities for future new revenues appear quite good.

What we also learned was that with the rapid industry changes, we will need to 
continue to invest heavily in improved products for our customers and potential 
customers to create new sales potential of our integrated services to new 
customers, and to maintain existing business long term.  The FCT Board and the 
NBC Board have agreed to move ahead with these important investments in 
technology which will be integrated into our system during the next three years.  
Additional new revenues will be required in future years to produce adequate 
returns for these investment decisions.

Holding Company
This past year, your FCB Board voted to increase the cash dividend to $.30 per 
share, up from $.26 last year.  And, in January of 1998, the Board again 
increased the dividend to $.34.  It is our general approach to pay out 17%-20% 
of sustainable FCB earnings.
Dividends Per Share
1992			.19
1993			.20
1994			.22
1995			.23
1996			.26
1997			.30


During the year, the share price of our "B" shares increased from $19.50 in 
January 1997 to $32.50 on December 31, 1997, an increase of 67%.  The spread now 
between our "A" and "B" shares seems much more understandable than in the past.  
From a financial performance point of view, FCB is an outstanding performer 
versus peer group and industry averages.  It is pleasing that the market price 
of our shares more realistically reflects the quality and performance of our 
Company.
Stock Prices -Year End Closing 
   		Class B	Class A
	1993	12.50		14.00
	1994	10.50		15.50
	1995	14.25		20.00
	1996	19.50		26.50
	1997	32.50		29.00



This past year we looked at a few acquisition opportunities.  Most sellers of 
banks now believe that a selling price floor is in the 2.5x book value range 
which puts most bank acquisitions beyond our reach.  We continue to look at 
purchase opportunities, but these lofty prices make little sense to us.  Due to 
our having to amortize all purchase costs over book value over an approximate 15 
year period, "high priced" acquisitions penalize us rather than enhance our 
financial results.  We get a lot better bang per buck by investing in our Global 
Fund.

Our capital account increased 17.8% to $233 million as of December 31, 1997, 
producing a capital to asset ratio of 10.3%.  We have a good deal of cash and 
Class B stock to use in an acquisition should a good fit come into view at 
reasonable prices.  Bank acquisition prices will not always be in the 2.5x to 4x 
book range.

Expense Control
Net Operating Expense* /Average Assets

     		FCB	  All Banks	Cent Midwest	$1-5 Billion
	1993 	1.90%	  2.44%  	  	2.18%			     2.27%
	1994	 1.76	   2.45     		2.15	      		2.24
	1995	 1.83	   2.52	     	2.13      			2.27
	1996	 1.60	   2.23	     	2.00	      		1.94
Sep-97	1.50 	  2.23	     	2.00	      		1.94

We continue to work on finding ways to become more efficient.  Each of our 
operating units has an expense control/revenue enhancement committee that meets 
and takes action as appropriate.  For the most part, these groups have done a 
good job and when revenue growth is measured along with the expenses (with some 
exceptions) we have done quite well.  When we compare ourselves to our peer 
group or the industry as a whole on a revenue/expense basis, we compare very 
favorably.

I will point out that some of the growth in our costs over the past two years 
has been due to our technology upgrades and the need to expand the physical 
plants of our operating units.  For example, this past year 50% of all our 
personal computers (we have approximately 900 of them) have been traded in for 
new ones which have enough power to run Windows 95 and our new software systems.  
The other 50% will be replaced in 1998.  This was not a "nice to have" decision.  
If we are to keep pace with our competition and continue to provide quality 
service, this decision was a "must".  Our PCs are on a four year amortization 
schedule and thus 25% of our capital outlay for this investment impacts our 
equipment expense category on an annual basis.  The specific cost of this 
decision will be approximately $400,000 per year, once all PCs are installed.

As mentioned above, our excellent growth over the past ten years has also 
generated a need to expand many of our existing facilities and/or add branches.  
The projects completed in the past year or currently underway will require 
capital costs of more than $10 million.  The good news is that the majority of 
our building projects will amortize (impact company expense) over a 30 to 40 
year time period.  These new, remodeled, or enhanced facilities, such as 
Western's new building in North Platte and NBC's new branch at 70th and Van 
Dorn, will enable us to continue to grow for many years.  This growth is what 
fuels future bottom line results.  Decisions to not move ahead on the physical 
plant expansion or to not stay competitive with our technology would put our 
organization into a slow or no growth mode and would ultimately cause a "for 
sale" sign to be placed at the corner of 13th & O.

Net Income (In Millions)
1987			6.5
1988			9.7
1989			10.0
1990			10.7
1991			13.0
1992			19.2
1993			19.8
1994			19.0
1995			17.4
1996			21.8
1997			26.6


During the past two years, our Company has produced asset returns in excess of 
1.15 on assets, even during this period of new expensive technology needs and 
physical plant enhancement.  This is excellent financial performance, even while 
spending /investing to continue to grow.

Conclusion
I think from reading this report you would agree with me that even with the 
problems at FCT, 1997 was an outstanding year for our Company.  The good news is 
that 1997 was a continuation of a pattern of success which began in the late 
80's in the post ag depression era.
Year End Assets (In millions)
1987			  946
1988			  955
1989			1,019
1990			1,106
1991			1,310
1992			1,452
1993			1,572
1994			1,624
1995			1,816
1996			2,028
1997			2,251





At that time, we set ambitious plans for profitability and growth and by any 
measure we have accomplished what we set out to do - namely to become one of the 
finest financial institutions in the nation.  We have built a team of strong 
managers, developed strong customer loyalty, and with the support of our 
talented director group, we have made significant commitment to our communities.  
This approach to the management of our institution has greatly enhanced the 
Company value for our shareholders/partners.
Value of $10,000 Investment in First Commerce
On December 31, 1986
    		Value A	Value B	Combined
	1987	11,698       	0		11,698
	1988	13,774	       0		13,774
	1989	21,132	       0		21,132
	1990	21,509	       0		21,509
	1991	26,792	       0		26,792
	1992	51,698	       0		51,698
	1993	10,566	  37,736 	48,302
	1994	11,698	  31,698 	43,396
	1995	15,094	  43,019 	58,113
	1996	20,000	  58,868	 78,868
	1997	21,887	  98,113	120,000

Our recent success has not caused us to work less, or care less about this 
current year and the years and decades ahead.  This year and in the future 
years, our operating plans call for continued aggressive growth, and we are 
beginning another series of long range planning meetings with our Board to 
reassess and revalidate our vision and plans for the future.

We have had a wonderful economic environment over the past seven years which has 
been helpful to us.  I believe the outlook for the U. S. economy continues to be 
bright, even with the current difficulties in Asia, which at present appear to 
be the unknown in our 1998 economic estimates.  Obviously, we will not always 
have the solid economic environment which we currently enjoy, and when the 
economy experiences difficulty, we will to some degree experience a period less 
robust, than when most economic sectors are experiencing solid growth.  
Fortunately, our capital accounts and reserves are strong; and just as 
important, our people are skilled, experienced, and motivated to continue to 
build upon our base of strength and success.

I recently received an award for 25 years of service to First Commerce.  I 
cannot tell you how very proud I am to have been a part of the team that has 
created this wonderful Company.  My associates and I remain excited and 
optimistic about the future of our Company and pledge the continued best of our 
energies and skills.

Sincerely,


James Stuart, Jr.
Chairman and CEO

</TABLE>
<PAGE>
The First Commerce Bancshares Organization



The multi-resource organization 
we are today traces its roots to 
the founding of Lincoln's 
National Bank of Commerce 
in 1902. The individual 
subsidiaries that now comprise 
First Commerce Bancshares include:







<PAGE>
Index To Financial Information




Consolidated Balance Sheets	                    				12
Consolidated Statements of Income			               	13
Consolidated Statements of Stockholders' Equity		   14
Consolidated Statements of Cash Flows			            15
Notes to Consolidated Financial Statements		        16
Independent Auditors' Report				                   	28
Selected Quarterly Financial Data				               29
Selected Financial Data						                       30
Management's Discussion and Analysis			             34
Officers and Directors						                        48
<TABLE>
<PAGE>
 Consolidated Balance Sheets	
										                                      December 31,
									                                 -------------------------
                                             1997		         	1996
                                           -------       	----------
	                                  								(Amounts In Thousands)
ASSETS
<S>                                        <C>           <C>
Cash and due from banks				              		$ 156,664     $131,309
Federal funds sold						                      36,495   	   28,528
									                                   --------   	 --------
Cash and cash equivalents  			               193,159	     159,837
Mortgages held for sale				              		   31,360   	   16,293
Securities available for sale (cost of
	$303,172,000 and $366,181,000)			           336,857	     379,849
Securities held to maturity (fair value of
	$367,489,000 and $271,886,000)			           362,768	     270,012
Loans							                             		1,236,443   	1,121,239
Less allowance for loan losses				            22,458	      20,157
							                                  		---------   ----------
						Net loans				                      		1,213,985   	1,101,082
Accrued interest receivable					              21,476   	   20,193
Premises and equipment	     					             54,468	      48,695
Other assets							                           37,027   	   32,051
								                                  ----------  	----------
				                         								     $2,251,100  	$2,028,012
							                                 		==========  	==========
				

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
	Noninterest bearing			                 		$  353,109  	$  328,826
	Interest bearing						                    1,296,385  	 1,245,718
								                                 	----------  	----------
				                             									 1,649,494  	 1,574,544
Securities sold under agreement
 to repurchase		                             142,941	     134,212
Federal funds purchased and other 
 short-term borrowings						                 137,904       45,980
Accrued interest payable					                  7,734  	     7,650
Accrued expenses and other liabilities	       26,277  	    15,255
Long-term debt							                         54,170  	    52,973 
									                                  ---------    ---------
		 		Total liabilities	               				 2,018,520  	 1,830,614
Commitments and contingencies
Stockholders' equity:
Common stock:
 Class A voting, $.20 par value; authorized 
 10,000,000 shares; issued and outstanding
 2,591,336 and 2,606,336 shares;       				       518	        521
 Class B nonvoting, $.20 par value; authorized 
 40,000,000 shares, issued and outstanding
 10,938,951 and 10,940,651 shares	              2,188	      2,188
Paid-in capital						 	                        21,601 	    21,628
Retained earnings						 	                     186,377     164,176
Net unrealized gains on securities
  available for sale (net of tax)	      			    21,896	      8,885
								                                  	 --------- 	 ---------
					Total stockholders' equity		        		   232,580	    197,398
								                                  	 ---------	  ---------
				                              									$2,251,100 	$2,028,012
								                                  	 ========= 	 =========
			
</TABLE>

See notes to consolidated financial statements.

<PAGE>
<TABLE>
Consolidated Statements of Income
							                                        	Year ended December 31,
							                                       	-------------------------
							                                        	1997	  	1996	    	1995
							                                            	------	------	------
	
	                            					(Amounts In Thousands Except Per Share Data)
Interest income:						
 <S>                                         <C>      <C>       <C>
 Loans						                                 $104,018 $ 97,228  $ 85,494
 Securities:						
  Taxable							                               39,463  	32,485 	  31,730
  Nontaxable						                              1,381	   1,483	    1,610
  Dividends			                             				 1,653	   1,313	      984
 Mortgages held for sale		                  			 1,674  	 1,953	    1,213
 Federal funds sold					                        1,980  	 2,037   	 2,966
							                                      	------- 	-------	  -------
   Total interest income				                  150,169	 136,499	  123,997
Interest expense: 						
 Deposits							                               60,201 	 55,315  	 55,156
 Short-term borrowings					                    10,425 	  7,341  	  4,835
 Long-term debt						                           2,957 	  3,737  	  3,117
								                                      ------- 	-------  	-------
   Total interest expense				                  73,583 	 66,393  	 63,108
							                                      	------- 	-------	  -------
Net interest income					                       76,586 	 70,106  	 60,889
Provision for loan losses				                   8,297 	  6,839  	  3,495
								                                      ------- 	-------  	-------
Net interest income after 
 provision for loan losses                				 68,289 	 63,267  	 57,394
	
Noninterest income:
 Credit card					                            	 13,047	  10,591	    4,965
 Computer services					                         8,904	   8,491	    8,147
 Other services charges and fees			             7,829	   6,217  	  5,293
 Trust services						                           6,469 	  5,840	    5,272
 Service charges on deposits				                5,562 	  5,231  	  4,893
 Mortgage banking						                         5,425 	  4,868  	  3,571
 Gains on securities sales				                  4,861 	  1,672  	    581
 Other income						                             1,742	   1,120  	  1,128
								                                       ------ 	 ------  	 ------
	Total noninterest income			                   53,839 	 44,030  	 33,850
								                                       ------	  ------  	 ------		
Noninterest expense:						
 Salaries and employee benefits			             39,475	  35,808	   33,101
 Credit card processing fees				                7,921 	  7,055	    3,751
 Equipment expense					                         5,538 	  5,523  	  4,770
 Net occupancy expense				                      4,496 	  3,980	    3,815  
 Communications						                           4,221 	  4,159 	   3,647
 Fees and insurance					                        3,802	   3,770  	  5,117
 Business development					                      3,695	   3,990  	  2,649
 Supplies							                                2,539 	  2,404  	  2,395
 Amortization of mortgage servicing rights	     2,067 	  1,537  	    747
 Other expenses						                           7,349 	  5,686  	  4,401
								                                       ------ 	 ------  	-------
	Total noninterest expense			                  81,103 	 73,912  	 64,393
								                                       ------ 	 ------  	-------
Income before income taxes				                 41,025 	 33,385  	 26,851
Income tax provision					                      14,428 	 11,629  	  9,431
								                                       ------	  ------  	 ------
Net income							                            $ 26,597	 $21,756	  $17,420
								                                       ====== 	 ======	   ======
Weighted average shares outstanding			         13,541	  13,566  	 13,497
								                                       ======	  ======  	 ======
Basic net income per share				                  $1.96	   $1.60  	  $1.29
								                                        =====	   =====	   =====
		
See notes to consolidated financial statements. 					
</TABLE>
	
<PAGE>
Consolidated Statements Of Stockholders' Equity

<TABLE>
                                                                 Net Unrealized
			                    Class A   Class B	    					                   Gains 
			                    Common    Common   Paid-In Retained	Treasury  On Secur.
			                     Stock    Stock    Capital Earnings	 Stock   Available 
                                                                    For Sale
	                     -------  -------- --------  ------- -------   ----------
							                          (Amounts in Thousands)
<S>                       <C>   <C>       <C>      <C>       <C>      <C>
Balance, January 1, 1995  $521  $2,150    $18,012  $132,908	 $(1,088)	$(3,149)
Purchase of treasury
 stock                       -	      -	         -	        -	     (82)	      -
Retirement of treasury stock -     (19)	     (154)	    (997)   1,170 	      -
Cash dividends ($.227 
 per share)                  -       -	         -    (3,062)     	 - 	      -
Issuance of Class B common
  stock in bank acquisition,
  net of cost of $35,000     -     	62	     3,807	        -	       - 	      -
Change in net unrealized 
  gains on securities
  available for sale, net of
  tax effect of $6,742,000   -	      -	         -	        -	       -	  12,522
Net income	                  -	      -	         -    17,420	       -	       -
			                     ------	  ------    -------  --------	 -------	-------
Balance, December 
 31, 1995	  		             521	  2,193	    21,665   146,269	       -	   9,373
			                     ------	 ------   	-------  --------	 ------- 	-------
Purchase and retire-
 ment of stock		             -      (5)	      (37)	    (321)	      -	       -
Cash dividends ($.26 
  per share)	                -       -	         -    (3,528)     	 -	       -
Change in net unrealized 
 gains on securities
 available for sale, net of
 tax effect of $262,000      -       -	         -	        -	       -	    (488)
Net income	                  -	      -          -	   21,756        - 	      -
			                     ------	 ------     ------  -------- 	 -------	 ------
Balance, December 
  31, 1996			              521	  2,188    	21,628   164,176 	      - 	  8,885
			                     ------  ------    -------   --------  -------	 ------			
Purchase and retire-
 ment of stock	             (3)	     -	       (27)   	 (330)     	 -	       -
Cash dividends ($.30 
  per share)	                -	      -	         -	   (4,066)     	 -	       -
Change in net unrealized 
 gains on securities
 available for sale, net of
 tax effect of $7,008,000   	-	      -	         -	        -	       -	  13,011
Net income	                  -	      -	         -    26,597	       -  	     -
			                     ------ 	------    -------    ------ --------  -------
Balance, December 
 31, 1997		               $518  $2,188    $21,601  $186,377    $   - 	$21,896
			                     ====== 	======   ========  ========  ======= ========
			






See notes to consolidated financial statements.						
</TABLE>
<PAGE>
 
<TABLE>
Consolidated Statements Of Cash Flows
                                       								Year ended December 31,
							                                        	1997	 	1996		1995
							                                      	-------	------	--------
								                                     	(Amounts in Thousands)
<S>                                          <C>      <C>      <C>
Net income						                            	$ 26,597	$ 21,756	$ 17,420
Adjustments to reconcile net income to 
 net cash flows from operating activities:
  Depreciation and amortization			              8,472	   7,901	   6,034
  Provision for loan losses				                 8,297	   6,839	   3,495
  Provision for deferred taxes			               1,188	    (679)	    (81)
  Gain on sales of mortgages and securities	  (4,906)	  (1,445)	   (605)
Changes in assets and liabilities:
  Interest receivable					                    (1,283)	  (1,503)	 (3,725)
  Interest payable						                          84	      120    1,623
  Other assets						                          (3,329)	    (759)  (3,581)
  Accrued expenses and other liabilities		     1,277	      224	   1,187
  Purchase of mortgages held for sale	      (307,025)	(350,675)(216,875)
  Proceeds from sales of mortgages 
   held for sale                             292,003 	 359,803	 196,128
  Other							                                  (271)	  (1,262)   2,871
							                                    	-------- 	--------	--------
Total adjustments					                       	(5,493)	  18,564 	(13,529)
							                                    	-------- 	--------	--------
				
Net cash flows from operating activities    		21,104 	  40,320	   3,891
Cash flows from investing activities:
 Proceeds from sale of securities
  held to maturity					                          180	      502	   6,015
 Proceeds from maturities of securities 
  held to maturity				                       	50,031	  123,744 	 91,751
 Purchases of securities held to maturity   (142,967)	(193,574)	(33,659)
 Proceeds from sale of securities 
  available for sale		      	                101,701 	   8,913 	 18,706
 Proceeds from maturities of securities 
  available for sale			                     		67,403	   71,553 	 80,850
 Purchases of securities available for sale  (99,784)	 (93,591)(165,555)
 Net increase in loans	 			                 (140,200)	(165,571)(140,074)
 Securitization and sale of credit card loans	19,000	   56,000	      -
 Purchase of premises and equipment	         (11,054)	  (6,229)	 (7,761)
 Cash and cash equivalents from 
  bank acquisition, net of cash expenses		        	-	       	-	   1,775
 Other					                                 		(4,381) 	 (4,484)	 (2,457)
							                                    	-------- 	--------  ---------
Net cash flows from investing activities	   (160,071)	(202,737)(150,409)
Cash flows from financing activities:
 Net increase in deposits			                  74,950	  111,339 	 69,550
 Net increase in short-term borrowings	      100,653    82,252	  24,808
 Proceeds from long-term debt	                28,000    10,000 	 24,269
 Repayment of long-term debt			              (26,803)  (12,546)	 (2,000)
 Purchase of common stock	 			                  (360)	    (363)	    (82)
 Cash dividends paid				                      (4,066)	  (3,528)	 (3,062)
 Other							                                    (85)	     (89)	    (81)
								                                    -------- 	--------	--------
Net cash flows from financing activities	    172,289	  187,065 	113,402
                                    								-------- 	--------	--------
Net change in cash and cash equivalents	      33,322	   24,648 	(33,116)
Cash and cash equivalents at 
 beginning of year				                       159,837   135,189 	168,305
							                                     --------	 --------	--------
Cash and cash equivalents at end of year	   $193,159	 $159,837	$135,189
							                                     ========  =========	========
Supplemental disclosure:
Interest paid					                           $73,540   $66,210	 $61,422
Income taxes paid					                        13,465	   12,540	   9,484
Common stock exchanged for acquisition of bank
  net of cash and cash equivalents			              -       	 -	   3,869

See notes to consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Columnar amounts in footnotes are in thousands except per share amounts)
<TABLE>
A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business - First Commerce Bancshares, Inc. (the Company) is a multi-bank holding 
company whose primary business is providing the normal banking functions of 
trust, commercial, consumer, correspondent, mortgage banking, and retail deposit 
services through its Nebraska based banks and affiliated organizations.

Principles of Consolidation - The consolidated financial statements include the 
accounts of the Company and all of its wholly-owned and majority-owned 
subsidiaries.  All material intercompany accounts and transactions have been 
eliminated in consolidation.  Certain prior years' amounts have been 
reclassified to conform to current year's classifications.

Assets held in agency or fiduciary capacities are not assets of the subsidiary 
banks and accordingly, are not included in the accompanying financial 
statements.

Use of Estimates -In preparing the consolidated financial statements, management 
is required to make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosure of contingent assets and liabilities as 
of the date of the balance sheet and income and expense for the period.  Actual 
results could differ significantly from those estimates.  A material estimate 
that is particularly susceptible to significant change relates to the adequacy 
of the allowance for loan losses.

Cash and Cash Equivalents - For purposes of the statements of cash flows, the 
Company considers cash, due from banks, federal funds sold and certain 
securities that are purchased and sold for one-day periods to be cash 
equivalents.

Mortgages Held For Sale - Mortgages held for sale are stated at the lower of 
aggregate cost or market. Net unrealized losses are recognized through a 
valuation allowance by charges to expense.

Securities - Debt securities for which the Company has the positive intent and 
ability to hold to maturity are classified as held to maturity, and are reported 
at amortized cost.  Securities that are acquired and held principally for the 
purpose of selling them in the near term are classified as trading securities 
and are reported at their fair values, with unrealized gains and losses included 
in earnings.  Debt and equity securities not classified as either held to 
maturity or trading securities are classified as available for sale securities 
and reported at fair value, with unrealized gains and losses reported, net of 
tax, as a separate component of stockholders' equity.  Realized gains and losses 
on investments are recognized on the specific identification method.  Premiums 
and discounts are recognized in interest income using the interest method over 
the period to maturity.
 
Derivative Financial Instruments - The Company's only derivative financial 
instrument, a collar relating to a certain public equity security held by the 
Company, is held for purposes other than trading.  This instrument is utilized 
to reduce the Company's exposure to adverse fluctuations in market price to 
approximately 10% of the $4,497,000 market value of the security at the 
inception of the collar, which expires in July 1998.  The Company utilizes the 
deferral method of accounting for this instrument.  Under the deferral method of 
accounting, gains and losses resulting from changes in value of the derivative 
financial instrument are deferred and recognized in the same period as the gains 
and losses of the item being hedged.

Loans - Loans are stated at the principal amount outstanding, net of the 
allowance for loan losses.  Interest on loans is calculated by the interest 
method on the daily outstanding principal balance.  Accrual of interest is 
discontinued on a loan when management believes, after considering economic and 
business conditions and collection efforts, that the borrower's financial 
condition is such that collection of interest is doubtful. Certain direct loan 
costs and fees are deferred and recognized over the life of the loan on the 
interest method. Annual credit card fees are recognized on a straight-line basis 
over the period that cardholders may use the card.

Credit Card Loan Securitization - The Company has sold, on a revolving basis, 
approximately $75,000,000 and $56,000,000 of credit card loans at December 31, 
1997 and 1996, respectively, through a master trust securitization program.  
These securitizations have been recorded as sales in accordance with Statement 
of Financial Accounting Standards No. 125, "Accounting For Transfers and 
Servicing of Financial Assets and Extinguishment of Liabilities."  A residual 
earning stream and servicing have been retained in the securitization, both 
which are immaterial to the Company's consolidated financial statements.

Allowance for Loan Losses - The allowance for loan losses is established through 
a provision for loan losses charged to expenses.  Loans are charged against the 
allowance for loan losses when management believes that the collectibility of 
the principal is unlikely. The allowance is an estimate of the amount that 
management believes will be adequate to absorb possible losses based on prior 
loan loss experience, the nature and volume of the loan portfolio, review of 
specific problem loans and an evaluation of their impairment, and an evaluation 
of the overall portfolio quality under current economic conditions.  The 
allowance for large groups of smaller homogeneous loans, such as consumer loans 
and credit card loans are collectively evaluated for adequacy.  For other loans, 
specific reserves are established for any impaired loan for which the recorded 
investment exceeds the measured value of the loan.  Impaired loans are measured 
based on either the present value of expected future cash flows discounted at 
the loan's effective rate, the market price of the loan, or, the method 
predominately used by the Company, the fair value of the underlying collateral 
if the loan is collateral dependent.  A change in the economy can quickly affect 
the financial status of borrowers and loan quality.  Such changes can require 
significant adjustments in the allowance for loan losses on very short notice 
and are possible in the future.

Premises and Equipment - Premises and equipment are stated at cost, less 
accumulated depreciation and amortization.  Depreciation and amortization are 
computed using the straight-line method over the estimated useful lives of the 
related assets.  Leasehold improvements are amortized over the terms of the 
respective leases or the useful lives of the improvements, whichever is shorter.

Other Real Estate Owned - Other real estate owned is carried at the lower of 
fair value, minus estimated costs to sell, or the balance of the loan on the 
property at the date of acquisition.  Gains or losses from the sale of other 
real estate owned or further reductions in the carrying value from a decline in 
the property value are charged against operating expenses.  The Company did not 
have any other real estate owned at December 31, 1997 and 1996.

Securities Sold Under Agreement To Repurchase - The Company enters into sales of 
securities under agreement to repurchase with customers of the subsidiary banks, 
which provide for the repurchase of the same security. These agreements may be 
open ended or of a specific term in length. Securities sold under agreement to 
repurchase identical securities are collateralized by assets which are held in a 
safekeeping agent account at the Federal Reserve.

Loan Servicing - Mortgage servicing rights represent the cost of acquiring the 
right to service mortgage loans.  Such costs are initially capitalized and 
subsequently amortized in proportion to, and over the period of, estimated net 
loan servicing income. 
 
Effective January 1, 1997, the Company adopted Statement of Financial Accounting 
Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets 
and Extinguishments of Liabilities" (SFAS No. 125) on a prospective basis as 
required.  SFAS No. 125 supersedes the provisions of Statement of Financial 
Accounting Standards No. 122 (SFAS 122), "Accounting for Mortgage Servicing 
Rights, an amendment to FASB Statement No. 65," which was adopted by the Company 
on July 1, 1995, on a prospective basis.  The adoption of SFAS No. 125 did not 
have a material effect on the Company's financial position or results of 
operations.  Both statements require that a mortgage banking enterprise 
recognize as a separate asset the rights to service mortgage loans for unrelated 
third parties that have been acquired through either the purchase or origination 
of a loan.  Previous to July 1, 1995, only purchased mortgage servicing rights 
were capitalized as assets.  Both statements also provide that an institution 
that acquires mortgage servicing rights through either the purchase or 
origination of mortgage loans and sells or securitizes those loans with 
servicing rights retained will allocate the total cost of the mortgage loans to 
the mortgage servicing rights and the loans (without the mortgage servicing 
rights) based on their relative fair values.

Amortization of mortgage servicing rights is based on the ratio of net servicing 
income received in the current period to the net servicing income projected to 
be realized from the mortgage servicing rights.  Projected net servicing income 
is in turn determined on the basis of the estimated future balance of the 
underlying mortgage loan portfolio, which decreases over time from scheduled 
loan amortization and prepayments.  Additionally, SFAS No. 125 requires that 
mortgage servicing rights be reported at the lower of cost or fair value.  The 
value of mortgage servicing rights is determined based on the present value of 
estimated expected future cash flows, using assumptions as to current market 
discount rates, prepayment speeds and servicing costs per loan.  Mortgage 
servicing rights are stratified by loan type and interest rate for purposes of 
impairment measurement.  Loan types include government, conventional and 
adjustable-rate mortgage loans.

The unamortized purchased servicing rights included in other assets were 
$7,521,000 and $5,666,000 at 
December 31, 1997 and 1996, respectively. The amount of loans serviced for 
others approximated $1,174,357,000, $1,038,021,000 and $812,351,000 at December 
31, 1997, 1996, and 1995, respectively.

As of December 31, 1997 and 1996, the fair value of the Company's capitalized 
mortgage servicing rights (including mortgage servicing rights purchased) was 
approximately $15.4 million and $18.5 million, respectively.  There was no 
valuation allowance for impairment relative to such rights.  Fair value was 
estimated by determining the present value of the estimated future cash flows 
using discount rates commensurate with the risks involved. The predominant risk 
characteristics which the Company uses to stratify mortgage servicing rights are 
loan type, interest rate and origination date.

Income Taxes - The Company and its subsidiaries file a consolidated income tax 
return.  The amount of income taxes payable or refundable is recognized in the 
current year and deferred tax assets and liabilities are reflected on items that 
are recognized in different time periods for financial accounting and income tax 
purposes using the then current enacted tax rates on the asset and liability 
method.

Basic Net Income Per Share - Basic net income per share is based on the weighted 
average number of shares of common stock outstanding.

Accounting Pronouncements - In June 1997, Statement of Financial Accounting 
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income" was issued.  This 
statement establishes standards for reporting and display of comprehensive 
income and its components in a full set of financial statements.  In June 1997, 
Statement of Financial Accounting Standards No. 131 (SFAS 131), "Disclosures 
About Segments of an Enterprise and Related Information" was issued.  SFAS 131 
requires disclosures for each segment that are similar to those required under 
current standards with the addition of quarterly disclosure requirements.  The 
statements are effective for the Company's 1998 financial statements and are 
only of a disclosure nature.

B.  RESTRICTED CASH BALANCES
The average compensating balances held at correspondent banks during 1997 and 
1996 were $11,322,000 and $11,498,000 respectively.  The subsidiary banks 
maintain such compensating balances to offset charges for services rendered by 
the correspondent banks.  In addition, the Federal Reserve Bank required the 
subsidiary banks to maintain average balances of $25,624,000 and $27,232,000 for 
1997 and 1996, respectively, as a reserve requirement.

C.  SECURITIES
Debt and equity securities have been classified in the consolidated balance 
sheets according to management's intent. The amortized cost of securities and 
their estimated fair values at December 31 were as follows.

                                        	 Gross	     Gross	  Estimated
				                         	Amortized	Unrealized	Unrealized	  Fair
					                           Cost	     Gains	    Losses	     Value
				                         	---------	---------	---------	---------
Securities available for sale:
December 31, 1997
U.S. government and 
<S>                           <C>      <C>       <C>         <C>
  agency securities		         $159,718	$ 2,938	  $   (44)   	$162,612
Mortgage-backed securities	     91,756	    323	     (228)	     91,851
Marketable equity securities	   51,698	 31,929	   (1,233)	     82,394
					                         --------	-------	   -------  	---------
		 Totals	                    $303,172	$35,190	  $(1,505)	   $336,857
					                         ========	=======	   =======	  =========
December 31, 1996
U.S. government and 
 agency securities		          $242,680	$ 4,160	 $  (259)    	$246,581
Mortgage-backed securities	     83,505	    122	  (1,215)	      82,412
Marketable equity securities	   39,996	 11,343	    (483)	      50,856
					                         ---------	------	 -------     	--------
		Totals		                    $366,181	$15,625	 $(1,957)	    $379,849
					                         ========	=======	  ======     	========
Securities held to maturity: 
December 31, 1997
U.S. government and 
 agency securities		          $183,037	$ 2,701	 $  (22)	     $185,716	
States and political 
 subdivision securities		       27,448	    456	    (10)	       27,894
Mortgage-backed securities	    151,858	  1,779	   (172)	      153,465
Other				    	                     425 	     -	    (11)	          414
					                         --------	-------	 -------	    ---------	
		Totals		                    $362,768	$ 4,936  $ (215)	     $367,489
					                         ========	=======	=======     	=========
<PAGE>
December 31, 1996
U.S. government and
 agency securities		          $118,840	$ 1,436	 $ (236)     	$120,040	
States and political
 subdivision securities		       28,747	    346	    (45)	       29,048	
Mortgage-backed securities	    121,738	    890	   (506)     	 122,122
Other					                         687	      2	    (13)     	     676
				                         	--------	 ------	-------	      --------
		Totals	                    	$270,012	$ 2,674  $ (800)     	$271,886
					                         ========	 ======	=======	      ========
			
	
The amortized cost and estimated fair value of debt securities at December 31, 
1997, by contractual maturity are shown below. Expected maturities will differ 
from contractual maturities because borrowers may have the right to call or 
prepay obligations with or without call or prepayment penalties.

                                 						Held to Maturity		Available for Sale
						                             ---------------------	--------------------
							                                      	Estimated       		   Estimated
					                              	Amortized	  Fair	   Amortized    	Fair
						                                Cost	    	Value		    Cost		     Value
						                               -------	  -------	  -------	    -------
<S>                                  <C>        <C>      <C>       <C>
Due in one year or less			           $8,171	    $8,177	  $23,187	  $ 23,432
Due after one year 
  through five years              			37,628	    38,141	   89,697	    91,846
Due after five years 
 through ten years		                160,899    163,410  	 46,834	    47,334
Due after ten years			                4,212	     4,296  	      -		        -
						                             --------  	--------	 --------	  --------
                          					     210,910    214,024  	159,718	   162,612
Mortgage-backed securities	         151,858    153,465  	 91,756	    91,851
	 				                            	--------   --------  --------   --------
					                              $362,768   $367,489  $251,474	  $254,463
					                              ========   =========	========   =========
	
	
The following table presents the securities portfolio sales activities for the 
years ended December 31, 1997, 1996 and 1995.  All sales of securities held to 
maturity were within three months of the securities' maturities, or were early 
calls of the securities.
                           					1997				             1996		        	1995
				                         ----------------		----------------	--------------
				                          Held   Available 	Held	Available	 Held  Available
			   	                        to	     for		     to 	   for	      to	      for
		    		                    Maturity   Sale   Maturity  Sale    Maturity   Sale
		  		                      -------  ------   ------- -------  --------  -----
Proceeds from 
 <S>                          <C>   <C>         <C>    <C>      <C>     <C>
 sales of securities	         $180 	$101,701  		$502	  $8,913  	$6,015  $18,706
Gross gains on sales 
 of securities		                 0 	   5,270  		   2	   1,821	      20    1,069
Gross losses on sales 
 of securities		                 0	     (409)	 	   0	    (151)	     (6)    (502)
	

Securities with a carrying value of $438,402,000 at December 31, 1997, and 
$411,135,000 at December 31, 1996, were pledged to secure obligations under 
repurchase agreements or to secure public or trust deposits in the normal course 
of business.  Securities with a carrying value of $57,240,000 and 27,412,000 
were pledged to secure advances from the Federal Home Loan Bank as of December 
31, 1997 and 1996, respectively.  As of December 31, 1997, marketable equity 
securities with a fair value of $4,975,000 were pledged against a derivative 
financial instrument, a collar relating to a certain marketable equity security.

At December 31, 1997 and 1996, state and political subdivision securities with 
an amortized cost of $23,899,000 and $24,400,000, respectively, 
and an estimated fair value of $24,231,000 and $24,549,000, respectively, were 
issued by State of Nebraska political subdivisions.

D.  LOANS
Loans at December 31 are summarized as follows:
                                        								1997		1996
	                                   							----------	--------	
<S>                                        <C>         <C>
Real estate mortgage		                    	$  375,044	 $  332,913
Consumer							                               281,697	    271,906
Commercial and financial				                  259,045	    245,873
Agricultural						                            180,310	    130,071
Credit card							                            106,737	     98,895
Real estate construction 				                  33,610	     41,581
								                                      --------	 ---------	
							                                    $1,236,443  $1,121,239
                                							    ==========   =========
<PAGE>	
Virtually all of the Company's loans are to Nebraska-based organizations, except 
credit card loans which are concentrated in the Midwest.  The loan portfolio is 
well diversified by industry. The Nebraska economy is dependent upon the general 
state of the agricultural economy. As of December 31, 1997 and 1996, there were 
$1,581,000 and $3,429,000, respectively, of nonaccruing loans. The amount of 
restructured loans as of December 31, 1997 and 1996 was not significant. 

The Company's policy for requiring collateral and guarantees varies with the 
creditworthiness of each borrower.  The portfolio is generally secured by 
accounts receivable, inventory, property, plant and equipment, income producing 
commercial properties, marketable securities or interest-bearing time deposits.  

Impaired loans were $1,905,000 and $2,595,000 at December 31, 1997 and 1996, 
respectively.  The total allowance for loan losses related to these loans was 
$388,000 and $402,000 at December 31, 1997 and 1996, respectively.  Interest 
income on impaired loans of $70,000, $194,000 and $192,000 was recognized for 
cash payments received in 1997, 1996 and 1995, respectively.  Average impaired 
loans for 1997 and 1996 were $2,281,000 and $2,627,000, respectively.

Mortgage loans with a carrying value of  $123,597,000 and $103,764,000 were 
pledged against advances from the Federal Home Loan Bank as of December 31, 1997 
and 1996, respectively.

E.  ALLOWANCE FOR LOAN LOSSES
Transactions in the allowance for loan losses are summarized as follows:
                             							 1997   1996		  1995
							                            -------	------	--------
<S>                               <C>     <C>     <C>
Balance, January 1			            	$20,157	$19,017	$17,190
Provision for loan losses			        8,297	  6,839	  3,495
Bank acquisition					                   -	      -	    843
							                          --------	-------	-------	
	Total 					                       28,454	 25,856	 21,528
Net charge-offs:	
 Loans charged-off            				  8,630	  7,794	  4,657
 Less recoveries					               2,634	  2,095	  2,146
							                          --------	-------	-------
Net loans charged-off			            5,996	  5,699	  2,511
							                          --------	-------	-------
Balance, December 31				          $22,458	$20,157	$19,017
							                          ========	=======	=======	
						

F.  PREMISES AND EQUIPMENT
Premises and equipment at December 31 consists of the following:
                                         1997   1996
	  							                             -------	------
<S>                                   <C>      <C>
Land								                          $  7,176	$ 7,308
Buildings and leasehold improvements		  60,936	 57,086
Equipment and furnishings				           38,285	 32,449
								                                ------	 ------
								                               106,397	 96,843
Less accumulated depreciation				       51,929	 48,148
								                                ------	 ------
								                               $54,468	$48,695	
	
The Company has certain obligations under noncancelable operating leases for 
premises and equipment.  Most of these leases have renewal or purchase options.  
Rental expense on all leases for the years ended December 31, 1997, 1996 and 
1995, was approximately $1,646,000, $1,587,000, and $1,352,000, respectively. 
The approximate future minimum rental commitments under noncancelable leases are 
as follows:

                        						Premises	Equipment	     Total
						                        --------	---------	    -------
		
 <S>                           <C>        <C>       <C>
	1998		                     			$   669	  	$288	     $ 957
	1999					                         418	  	  99	       517
	2000					                         290	  	  61	     	 351
	2001					                         223  		  22		      245
	2002					                         167  		   8		      175
	Thereafter	                			  2,962  		   -	     2,962

<PAGE>

G. DEPOSIT MATURITIES
Maturities of time deposits at December 31, 1997 are as follows:

               <S>    <C>
             		1998   $716,060
		             1999					88,292
		             2000					17,226
		             2001					12,479
		             2002					   946
		       Thereafter			 	    48					
								  		
H.  SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE
Amounts and interest rates related to securities sold under agreement to 
repurchase are as follows:

                                              1997  	       1996
								                                   	--------	     -------	
Amount outstanding at year-end			             $142,941    $134,212	
Average interest rate outstanding at year-end		  4.9%    	   4.7%	
Highest amount outstanding as of any 
 month-end during the year					                 176,572   	146,151	
Average amount outstanding during the year    		143,666   	125,639	
Approximate average interest rate				            4.9%   	    4.7%	


I.  LONG-TERM DEBT
Long-term debt at December 31 is as follows:
                                                    1997       1996
                                                   ------	    -----
<S>                                                 <C>     <C>
Capital notes, 7.70% to 8.70%, due 1998 to 2002	   	$16,000	$18,500
Federal Home Loan Bank advances, due 1998 to 2002	   38,000	 34,269
Other									                                          170	    204
									                                           -------	-------	
 									                                          $54,170 $52,973
									                                           =======	=======
The capital notes were issued on June 1, 1992, in series pursuant to an 
indenture dated May 1, 1992.  Each series of capital notes is payable May 1.  
Interest is payable semi-annually on May 1 and November 1.  The capital notes 
are subject to redemption at the option of the Company at any time on or after 
May 1, 1999, at a redemption price equal to 100% of the principal amount thereof 
together with the accrued interest to the redemption date.  The indenture 
provides that the Company will not create, assume, incur or suffer to exist any 
mortgage or other liens upon the shares of capital stock of any significant bank 
subsidiary (of which the National Bank of Commerce is the only one at present) 
owned by the Company unless certain conditions are met.  The indenture also 
provides that the Company will not permit its debt to tangible equity ratio to 
exceed 30%.  The Company's debt to tangible equity ratio was below 30% as of 
December 31, 1997 and 1996.

The Federal Home Loan Bank (FHLB) advances of $38,000,000 were made to 
subsidiary banks. These advances are due or callable in 1998 and 1999. Interest 
is paid monthly of which $5,000,000 bears interest based upon national prime 
rates, 5.66% at December 31, 1997. The balance bears fixed interest rates of 
5.71% to 5.85%. The advances are collateralized by a blanket pledge of mortgage 
loans and certain investment securities.  The advances due in 2002 are callable 
in 1999.

Subsidiary banks have unused lines of credit with the FHLB of $20,950,000 as of 
December 31, 1997.

Scheduled principal payments for the five years following December 31, 1997 are:
               	1998		$12,540
	               1999		 30,544
	               2000		  2,048
	               2001		  2,038
	               2002		  7,000

<PAGE>
J.   INCOME TAXES
Consolidated income tax expense for the years ended December 31 consists of the 
following:

                                        							1997		1996		1995
							                                       -----		-----		-----		
Current provision:
 <S>                                       <C>     <C>     <C>
	Federal					                              $12,503	$11,418	$ 8,857
	State						                                   737	    700	    655
							                                     -------	-------	-------
	 	                                   					 13,240	 12,118	  9,512
Deferred income taxes				                    1,188	   (489)    (81)
							                                    -------	-------	-------
Total consolidated income tax provision   	$14,428	$11,629	 $9,431
							                                    =======	=======	=======
			
The effective rate of total tax expense differs from the statutory federal tax 
rate as follows:

                                   								  	1997 	 1996  	1995
									                                     ----- 	-----	 -----		
<S>                                            <C>    <C>    <C>
Tax at federal statutory rate				             	35%   	35%	   35%
Tax-exempt interest on obligations
	of state and political subdivisions	        		(2)   	(2)   	(2)
Other									                                  2    	 2    	 2
									                                    ----  	----  	----
Effective tax rate		                       				35%   	35%   	35%	
									                                     ==== 	====  	====
		
Significant items comprising the Company's net deferred tax asset (liability) as 
of December 31, 1997 and 1996 are as follows:
 	 	
Deferred tax assets: 					                   	1997	  	1996
									                                  -------   	-----		
<S>                                        <C>       <C>
Allowance for loan losses 					            $ 7,779  	$6,929	
Other									                               1,773  	 1,495
									                                   ------	  ------	
	Total deferred tax assets				               9,552	   8,424	

Deferred tax liabilities:
Net unrealized gains and losses on 
	securities available for sale 	          		11,789  	 4,781	
Mortgage servicing rights					               2,383  	    94	
Premises and equipment						                 1,619  	 1,833	
Other									                               1,069  	   828
									                                   ------  	------	
	Total deferred tax liabilities			          16,860	   7,536
									                                   ------  	------	
Net deferred tax asset (liability)			      $(7,308) 	$  888
									                                  =======  	======	
					
During 1997, the Company received approval from the Internal Revenue Service to 
change its method of expensing purchased mortgage servicing rights for tax 
reporting purposes.

K.  ADVERTISING COSTS
The Company expenses costs of advertising, except for direct-response 
advertising relating to its bankcard portfolios, which is capitalized and 
amortized over its expected period of future benefits.  Direct-response 
advertising consists primarily of direct-response mailings and telemarketing 
costs. The capitalized costs of the advertising are amortized over the five year 
period following completion of the advertising campaign.  At December 31, 1997 
and 1996, $2,730,000 and $1,952,000 of advertising costs are reported in other 
assets.

L.  COMMITMENTS AND CONTINGENT LIABILITIES
The Company's consolidated financial statements do not reflect various 
commitments and contingent liabilities which arise in the normal course of 
business to meet the financing needs of customers.  These include commitments to 
extend credit and standby letters of credit.  These instruments involve, in 
varying degrees, elements of credit, interest rate and liquidity risk in excess 
of the amount recognized in the consolidated balance sheet.  The extent of the 
Company's involvement in various commitments or contingent liabilities is 
expressed by the contract amount of such instruments.
<PAGE>
Commitments to extend credit, excluding mortgage banking operations, amounted to 
$449,325,000 and $360,310,000 (exclusive of $866,217,000 and $799,306,000 of 
unused approved lines of credit related to credit card loan agreements) at 
December 31, 1997 and 1996, respectively.  These commitments are agreements to 
lend to a customer as long as all conditions established in the contract are 
fulfilled.  Commitments generally have fixed expiration dates or other 
termination clauses and may require payment of a fee.  Since many of the 
commitments are expected to expire without being drawn upon, the total 
commitment amounts do not necessarily represent future cash requirements.  The 
Company evaluates each customer's creditworthiness on a case-by-case basis in 
conjunction with the normal lending function.  The amount of collateral 
obtained, if deemed necessary by the Company upon extension of credit, is based 
upon management's credit evaluation of the customer.  Collateral held varies but 
may include accounts receivable, inventory, property, plant and equipment, 
income-producing commercial properties, marketable securities and interest-
bearing time deposits.

The Company's commitments to extend credit in its mortgage banking operations 
amounted to approximately $46,878,000, and $31,350,000 at December 31, 1997 and 
1996, respectively. Credit policies in the Company's mortgage banking operations 
are designed to satisfy the requirements of the secondary mortgage market.  
These requirements, among others, include that the loans which are subject to 
these commitments be secured by a first position in the underlying property and 
meet certain maximum loan-to-value and insurance requirements.

Mandatory commitments to deliver residential mortgages are binding agreements to 
sell mortgage loans to investors at fixed prices and expiration dates.  The 
Company could incur pair-off costs should it be unable to fulfill its 
obligation, which could occur if an insufficient level of conforming closed 
loans is available for delivery by the specified date.  This exposure is less 
than the contract amount of the commitment and is determined by the delivery 
shortfall and the then current market interest rates. The Company monitors its 
position relative to these commitments to deliver on a daily basis.  The Company 
had mandatory commitments to deliver residential mortgage loans totaling 
approximately $66,043,000 and $38,425,000 as of December 31, 1997 and 1996, 
respectively.  The Company has an agreement to sell on a best efforts basis 
$1,220,000 as of December 31, 1997.

Standby and commercial letters of credit are conditional commitments issued by 
the Company guaranteeing the performance of a customer to a third party.  These 
guarantees primarily consist of performance assurances made on behalf of 
customers who have a contractual commitment to produce or deliver goods or 
services.  Most guarantees are for one year or less.  The risk to the Company 
arises from its obligation to make payment in the event of the customers' 
contractual default.  The amount of collateral obtained, if deemed necessary by 
the Company, is based upon management's credit evaluation of the customer.  The 
Company had $21,609,000 and $22,607,000 in letters of credit outstanding at 
December 31, 1997 and 1996, respectively.

The Company is involved in various legal actions in the normal course of 
business.  Management is of the opinion that none of these legal actions will 
result in losses material to the financial position or results of operations of 
the Company.

M.  RELATED PARTY TRANSACTIONS
As of December 31, 1997, the subsidiary banks had various loans outstanding to 
related parties (executive officers, directors, loans guaranteed by directors 
and companies employing a director of the Company and its significant 
subsidiaries).  The Company believes these loans have been made under comparable 
terms and conditions as loans made to unrelated parties.  An analysis of 
aggregate loans to related parties of the Company and its significant 
subsidiaries for the year ended December 31, 1997 is shown below:

                    	Beginning                 			Ending
	                     Balance 	Additions	Payments	Balance
                   	---------	---------	---------	--------
	                    $23,259  	$63,903  	$61,486  	$25,676

N.  EMPLOYEE BENEFIT PLANS
The Company has two employee retirement plans.  The Retirement Accumulation Plan 
is a noncontributory defined contribution plan covering substantially all 
employees with six months of service.  Annual contributions are based upon 
defined compensation of covered employees. Company cost for this plan was 
$1,156,000 in 1997, $1,020,000 in 1996 and $968,000 in 1995. 
<PAGE>
The Profit Sharing and Thrift Plan is a contributory, defined contribution plan 
covering substantially all employees with six months of service.  Employee 
contributions vary from 0 to 12% of compensation.  The Company contribution, 
subject to certain limitations, is based upon employee contributions and 
profitability.  Company cost for this plan was $1,308,000 in 1997, $1,289,000 in 
1996 and $1,009,000 in 1995.
<PAGE>
O.  REGULATORY MATTERS
One of the principal sources of cash of the Company is dividends from its 
subsidiary banks. The total dividends that can be declared by the subsidiary 
banks without receiving prior approval from regulatory authorities are limited 
to a bank's defined net income of that year combined with its retained defined 
net income from the previous two years. For the calendar year 1998, the 
subsidiary banks have retained defined net income from 1997 and 1996 of 
approximately $20,672,000.

The Company and its subsidiaries are subject to various regulatory capital 
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 the Company to 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 accounting 
practices. The Company's capital classification is also subject to qualitative 
judgments by the regulators about components, risk weightings, and other 
factors.

As of December 31, 1997, the most recent notification from the OCC categorized 
the Company's banking subsidiaries as well capitalized under the regulatory 
framework for prompt corrective action.  There are no conditions or events since 
that notification that management believes have changed the institutions' 
categories.  Management believes, as of December 31, 1997, that the Company and 
its subsidiary banks meet all capital adequacy requirements to which they are 
subject.  The Company's and the National Bank of Commerce's (the Company's most 
significant bank subsidiary) actual capital amounts and ratios are presented in 
the following table:
	
                                                     											To Be Well
											                                                  Capitalized Under
								                                                         	Prompt 
                                             For Capital         Corrective
						                           Actual   	Adequacy Purposes 	Action Provisions
					                        ------------	 ------------------  ------------	
					                        Amount Ratio   Amount   Ratio     Amount 	Ratio
					                        ------ -----    -----   -----     ------ -----
As of December 31, 1997:
 Total Capital (to Risk Weighted Assets):	
   <S>                       <C>      <C>    <C>        <C>    <C>      <C>
	  Consolidated		            $226,623	14.9%	 $121,724  	8.0%      N/A	   N/A
	  National Bank of Commerce  108,772	12.1	    71,956	  8.0    $89,945 	10.0%
 Tier I Capital (to Risk Weighted Assets):	
	  Consolidated		             205,459	13.5	    60,862  	4.0	      N/A   	N/A
	  National Bank of Commerce   97,499	10.8	    35,978  	4.0     53,967	  6.0
 Tier I Capital(to Quarterly Average Assets):
	  Consolidated		             205,459	 9.7	    84,362	  4.0      	N/A   	N/A
	  National Bank of Commerce   97,499	 8.1	    48,046	  4.0     60,058 	 5.0
As of December 31, 1996:
 Total Capital (to Risk Weighted Assets):	
	  Consolidated		            $200,441	14.7% 	$108,954	  8.0%     	N/A   	N/A
	  National Bank of Commerce   99,860	12.3	    65,170	  8.0    $81,463 	10.0%
 Tier I Capital (to Risk Weighted Assets):	
	  Consolidated		             181,269	13.3	    54,477  	4.0      	N/A	   N/A
	  National Bank of Commerce   89,677	11.0	    32,585	  4.0     48,878 	 6.0
 Tier I Capital  (to Quarterly Average Assets):
	  Consolidated		             181,269	 9.4	    77,167  	4.0	      N/A   	N/A
	  National Bank of Commerce   89,677	 8.0	    45,006	  4.0     56,258 	 5.0










<PAGE>
P.  CONDENSED FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS  (Parent Company Only)	
									                                                  December 31,
									                                              ------------------	
									                                                  1997		  1996
									                                                 ------	-------
		ASSETS
<S>                                                     <C>     <C>
Cash on deposit with subsidiaries	                   			$   142	$    102
Securities purchased under agreement 
 to resell to subsidiary bank					                        5,380	   4,770
Short-term investments							                                 -	     463
									                                               -------	--------
	Cash and cash equivalents				                            5,522	   5,335
Securities available for sale 
 (cost of $47,063,000 and $36,849,000) 	                 77,676	  47,686
Investment in subsidiaries:	
  Equity in net assets of bank subsidiaries           		157,480	 147,703
  Equity in net assets of nonbank subsidiaries		          1,291	   1,050
  Excess cost over fair value of net assets		             3,700	   3,840
Premises and equipment						                             11,404	  11,768
Other assets							                                       9,140	   7,796
									                                              --------	---------
									                                              $266,213	$225,178
									                                              ========	=========
				
LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities	                           					    $  12,624	$  5,171
Commercial paper outstanding					                         4,839	   3,905
Long-term debt							                                    16,170	  18,704
									                                              --------	--------
	Total liabilities						                                 33,633	  27,780
Stockholders' equity						                              232,580	 197,398
									                                              --------	---------
									                                              $266,213	$225,178
									                                              ========	=========
			
CONDENSED STATEMENTS OF INCOME  (Parent Company Only)
			                                          					Year ended December 31,
					                                            --------------------------
								                                               1997		1996		1995
								                                          --------	-------	-------
Income:
  <S>                                              <C>    <C>    <C>
  Dividends from bank subsidiaries 		              $15,542$14,186$11,220
  Dividends from nonbank subsidiaries		                225		  150		  300
  Rent:
    Subsidiaries			                               			1,635		1,291		1,760
    Other							                                     1,449		1,678		1,162
  Interest and dividend income		                    	1,963		1,541		1,335
  Other							                                       4,733		1,219		  415
								                                            ------	------	------
							                                             25,547 20,065 16,192
Expenses:
  Salaries and employee benefits	                  		2,682		1,807		1,758
  Interest							                                    1,780		1,669		1,811
  Interest paid to subsidiaries			                       -		  204 	  554
  Building expense					                              2,412		2,246		2,079
  Other							                                       1,597		1,945		1,850
								                                           -------	-------	-------
								                                             8,471		7,871		8,052
								                                           -------	-------	-------
Income before income tax benefit (expense)
 and equity in undistributed 
 earnings of subsidiaries			                        17,076 12,194		8,140
Income tax benefit (expense)				                      (327)	  706		1,097
								                                           -------	------	-------
Income before equity in undistributed 
 earnings of subsidiaries			                        16,749 12,900		9,237
Equity in undistributed earnings 
 of subsidiaries						                               9,848		8,856		8,183
								                                           ------- ------  -----
	Net income					                                   $26,597$21,756$17,420
							                                            =======  ===== ======
				
<PAGE>

CONDENSED STATEMENTS OF CASH FLOWS  (Parent Company Only)

                                             							Year ended December 31,
							                                           ---------------------------
							                                              1997		 1996	 	 1995
						                                            	-------	-------	-------
<S>                                                <C>     <C>     <C>
Net income						                                   $26,597	$21,756	$17,420
Adjustments to reconcile net income
 to net cash flows
 from operating activities:
  Depreciation and amortization		                      884	    864	    728
  Equity in undistributed earnings
    of subsidiaries				                             (9,848) (8,856) (8,183)
  Gains on sale of securities			                    (4,717) (1,635)   (510)
  Other						                                         (450)  1,105	   (171)
							                                            -------	 ------	 ------
	Total adjustments				                             (14,131) (8,522) (8,136)
							                                            -------	 ------	 ------
Net cash flows from operating activities	           12,466	 13,234	  9,284

Cash flows from investing activities:
 Proceeds from sales and maturities of
  securities available for sale		                   17,824	  8,915	 12,065
 Purchase of securities available for sale         (22,892)(14,277)(13,014)
 Purchase of premises and equipment	   	              (365)   (244) (1,597)
 Purchase of loans from subsidiary bank	                 -	 (4,980)	     -
 Cash and cash equivalents from 
   nonbank subsidiaries merger	                          -	    245	      -
 Other						                                          (820)   (587) (2,417)
							                                             ------	 ------	-------
Net cash flows from investing activities	           (6,253)(10,928) (4,963)
Cash flows from financing activities:
 Net increase in short-term borrowings            	    934	  3,905	    450
 Repayment of long-term debt			                     (2,534) (2,546) (2,000)
 Purchase of common stock			                          (360)   (363)	   (82)
 Cash dividends paid				                            (4,066) (3,528) (3,062)
							                                             ------	 ------	-------
Net cash flows from financing activities	           (6,026) (2,532) (4,694)
						                                            	 ------	 ------	-------
Net change in cash and cash equivalents	               187	   (226)   (373)
Cash and cash equivalents at 
 beginning of year				                               5,335	  5,561	  5,934
							                                             ------	 ------ 	------
Cash and cash equivalents at end of year	          $ 5,522	$ 5,335	$ 5,561
							                                             ======	 ======	=======
Supplemental disclosures of cash flow information:
 Cash paid during year for:
  Interest			                                   			$ 1,763	$ 1,716	 $1,842
  Income taxes					                                 12,708	 12,140	  8,805
  Common stock exchanged for 
    acquisition of bank				                             	-     		-	  3,869
  Debt exchanged for other assets	                     		-     		-	    250
					
Q.  DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107 (SFAS 107), "Disclosures 
about Fair Value of Financial Instruments," requires certain entities to 
disclose the estimated fair value of its financial instruments. For the Company, 
as with most financial institutions, most of its assets and its liabilities are 
considered financial instruments as defined in SFAS 107.  Many of the Company's 
financial instruments, however, lack an available trading market as 
characterized by a willing buyer and willing seller engaging in an exchange 
transaction.  It is also the Company's general practice and intent to hold most 
of its financial instruments to maturity and not engage in trading or sales 
activities.  Therefore, significant estimations and present value calculations 
were used by the Company for purposes of this disclosure.  Changes in 
assumptions or estimation methodologies may have a material effect on these 
estimated fair values.

<PAGE>

The fair value estimates presented herein are based on pertinent information 
available to management as of December 31, 1997 and 1996.  Although management 
is not aware of any factors that would significantly affect the estimated fair 
value amounts, such amounts have not been comprehensively revalued for purposes 
of these financial statements since that date and, therefore, current estimates 
of fair value may differ significantly from the amounts presented herein.  

                             					 December 31, 1997	  December 31, 1996
					                           ---------------------	--------------------
							                                     Estimated         			Estimated
					                              Carrying	  Fair	     Carrying	  Fair
					                               Amount	  Value	      Amount	  Value
					                             ---------	----------	----------	-----------
Assets:
<S>                               <C>       <C>       <C>       <C>
Cash and cash equivalents	        $ 193,159	$ 193,159	$ 159,837	$ 159,837
Mortgages held for sale		            31,360	   31,427	   16,293	   16,340
Securities available for sale       336,857	  336,857	  379,849	  379,849
Securities held to maturity 	       362,768	  367,489	  270,012	  271,886
Net loans				                     1,213,985	1,215,790	1,101,082	1,096,399
Other financial instruments	         40,713	   40,713	   34,630	   34,630	

Liabilities:
Demand deposits with no 
 stated maturities		                814,437	  814,437	  749,674	  749,674	
Time deposits			                    835,051	  837,194	  824,870	  827,039
Securities sold under 
 agreement to repurchase	           142,941	  142,941	  134,212	  134,212
Other short-term borrowings	        137,904	  137,904	   45,980	   45,980
Long-term debt			                    54,170	   54,445	   52,973	   53,559
Other financial instruments	         21,850	   21,850	   19,033	   19,033

CASH AND CASH EQUIVALENTS. For cash and cash equivalents, the carrying amount is 
considered a reasonable estimate of fair value.

MORTGAGES HELD FOR SALE. The estimated fair value of these instruments is based 
upon current quoted prices for the instrument or similar instruments.

SECURITIES. The estimated fair value of securities is based on quoted market 
prices, dealer quotes and prices obtained from independent pricing services.

LOANS.  For those loans with floating interest rates, carrying value was used as 
approximate fair value.  For all other loans, the estimated fair value is based 
on the discounted value of projected cash flows.  When using the discounting 
method, loans are gathered by homogeneous groups and discounted at a rate that 
would be used for similar loans at December 31, 1997 and 1996. In addition, when 
computing the estimated fair value for all loans, general reserves for loan 
losses are subtracted from the calculated fair value for consideration of credit 
issues.
DEPOSITS.  The estimated fair value of deposits with no stated maturity, such as 
noninterest bearing, savings, NOW and money market checking accounts, is the 
amount payable on demand.  The estimated fair value of time deposits is based on 
the discounted value of projected cash flows. The discount rate is the market 
rate currently offered for deposits with similar original maturities.

SHORT-TERM BORROWINGS.  Due to the short-term nature of repricing and maturities 
of these instruments, fair value is considered carrying value.

LONG-TERM DEBT.  The estimated fair value of long-term debt is based on rates 
currently believed to be available to the Company for debt with similar terms 
and maturities.

OTHER FINANCIAL INSTRUMENTS.  All other financial instruments of a material 
nature, including both assets and liabilities shown above, fall into the 
definition of short-term and fair value is estimated as carrying value.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS. The estimated fair value of these 
instruments such as loan commitments and standby letters of credit approximates 
their off-balance sheet carrying value because of repricing ability and other 
terms of the contracts.

</TABLE>
<PAGE>

INDEPENDENT AUDITORS' REPORT





Board of Directors and Stockholders
First Commerce Bancshares, Inc.
Lincoln, Nebraska

	We have audited the accompanying consolidated balance sheets of First 
Commerce Bancshares, Inc., and subsidiaries as of December 31, 1997 and 1996, 
and the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1997.  These 
financial statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based on 
our audits.
	We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.
	In our opinion, such consolidated financial statements present fairly, in 
all material respects, the financial position of First Commerce Bancshares, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the results of their 
operations and their cash flows for each of the three years in the period ended 
December 31, 1997, in conformity with generally accepted accounting principles.
	
Deloitte & Touche LLP



Lincoln, Nebraska
February 6, 1998

<PAGE>

SELECTED QUARTERLY FINANCIAL DATA
(In Thousands Except Per Share Data)
<TABLE>
				                                   First		Second  	Third		Fourth 	Annual
				                                  Quarter	Quarter	Quarter	Quarter 	Total
			                                 	--------	-------	------- ------- -------
							(Unaudited)
1997
<S>                                  <C>     <C>     <C>     <C>     <C>
Total interest income	               $35,518 $37,266	$37,979	$39,406	$150,169
Net interest income	                  18,234	 19,094	 19,126	 20,132	  76,586
Provision for loan losses              2,584	  1,640	  1,840	  2,233	   8,297
Gains (losses) on 
 securities sales	                  	  3,255	  1,358	    389	   (141)   4,861
Noninterest income	                   11,936	 11,303	 12,535	 13,204	  48,978
Noninterest expense	                  19,149	 19,398	 20,223	 22,333	  81,103
Net income	   		                       7,563	  6,900	  6,379	  5,755	  26,597
		
Basic net income 
  per share (1)		                        .56	    .51	    .47	    .43	    1.96
Common stock trading range (2)
  Class A voting	
high			                                28.50	  31.00	  26.00	  33.00    33.00
	low			                                21.00	  20.00	  21.00	  22.50	   20.00
  Class B nonvoting
	high			                               20.00	  23.50	  23.50	  32.50	   32.50
	low			                                16.00	  16.75	  19.00	  21.25	   16.00
Dividends declared
 per share			                           .075	   .075	   .075	   .075	     .30
		

1996
Total interest income               	$32,997 $33,755	$34,514	$35,233	$136,499
Net interest income	                  16,686	 17,457	 17,845	 18,118	  70,106
Provision for loan losses              1,821	  1,355	  1,502	  2,161	   6,839
Gains (losses) on 
 securities sales	                  	    767	    774	    189	    (58)	  1,672
Noninterest income	                   10,406	 10,042	 10,422	 11,488	  42,358
Noninterest expense	                  17,555	 17,484	 18,814	 20,059	  73,912
Net income			                          5,727	  6,059	  5,225	  4,745	  21,756
		
Basic net income 
  per share (1)		                        .42	    .45	    .39	    .35	    1.60
Common stock trading range (2)
  Class A voting	
	high			                               24.00	  29.50	  29.50	  29.50	   29.50
	low			                                20.00 	 22.00	  26.50	  25.00	   20.00
  Class B nonvoting
	high			                               16.25 	 16.75	  16.75	  20.50	   20.50
	low			                                13.50 	 13.50	  14.75	  15.00	   13.50
Dividends declared
 per share			                           .065	   .065	   .065	   .065	     .26
</TABLE>
(1)  Quarterly per share amounts may not add to annual total due to rounding.
(2)  The Company's common stock is traded in the over-the-counter market under 
the NASDAQ symbol "FCBIA" for the Class A voting common stock and "FCBIB" for 
the Class B nonvoting common stock.  The market value ranges are based upon the 
high and low trading prices per share for the calendar quarters indicated as 
released by NASDAQ.  As of December 31, 1997, the Company had 498 Class A 
shareholders of record and 1,059 Class B shareholders of record.
<PAGE>
SELECTED FINANCIAL DATA
Three-Year Average Balance Sheets / Yields and Rates 
<TABLE>
							                                        	Year Ended December 31,
								                                   --------------------------------
								                                               	1997
								                                   --------------------------------
							                                    Average	          	  Average
							                                    Balance	  Interest	    Rate
							                                    --------	  --------	  -------
									                                     (Amounts in thousands)
ASSETS
Interest-earning assets:
  <S>                                      <C>          <C>       <C>
  Loans, including non-accrual loans	      $1,139,272   $104,018		9.13%
  Taxable investment securities		             584,743     39,463		6.75	
  Nontaxable investment securities 
    (non-taxable basis)					                   26,698      1,381 	5.17
  Federal funds sold					                      34,282     	1,980		5.78
  Mortgages held for sale				                  20,679     	1,674		8.10
  Equity securities					                       71,819     	1,653		2.30
							                                     ---------   --------
	Total interest-earning assets		            1,877,493    150,169		8.00

  Less allowance for loan losses	       	     (21,401)
  Cash and due from banks			                  116,253	
  Premises and equipment	    			               51,272
  Other assets						                           56,787
							                                    ----------
                        	Total assets				  $2,080,404
							                                    ==========
LIABILITIES AND EQUITY
Interest-bearing liabilities:
  Interest-bearing demand 	            		 $   350,708     	9,627		2.75%
  Savings							                               89,666     	2,558		2.85
  Time						                                  844,476     48,016		5.69
							                                     ---------   	-------
	Total interest-bearing deposits	           1,284,850     60,201		4.69
  Securities sold under agreement 
    to repurchase					                        143,666     	6,993		4.87
  Federal funds purchased and 
    other short-term borrowings             			58,832     	3,432		5.83
  Long-term debt						                         41,657     	2,957		7.10
							                                     ---------   	-------
	Total interest-bearing liabilities	        1,529,005     73,583		4.81
							   	                                           	  -------
Noninterest bearing demand deposits		         293,474
Other liabilities						                        28,541
							                                     ---------
	Total liabilities				                      1,851,020
Total stockholders' equity			                 229,384
				     			                               ----------
Total liabilities and stockholders' equity $2,080,404
							                                    ==========
Net interest income						                               $ 76,586
									                                                =======
Net interest spread							                                     		3.19%
											                                                    	=====
Net yield on interest-earning assets					                       	4.08%
											                                                    	=====
													
</TABLE>
			

Selected Financial Data
Three-Year Average Balance Sheets / Yields and Rates 
<TABLE>
		                      Year Ended December 31,
	-----------------------------------------------------------
			             1996				                     	1995	
	------------------------------    --------------------------
	    Average 		         	Average   Average 	         	Average
	    Balance   	Interest	 Rate 	   Balance  	Interest 	Rate
	    -------	   -------- 	-----	    -------  	------- 	----	
	             	(Amounts in thousands)
   <C>         <C>        <C>    <C>        <C>        <C>
   $1,066,896  $  97,228	 9.11% 	$  917,742	$  85,494 	9.32%
	     517,083    	32,485 	6.28	     512,193	   31,730 	6.19
	      29,190	     1,483 	5.08	      31,788	    1,610 	5.06
	      34,863	     2,037	 5.84 	     47,134	    2,966	 6.29
	      24,860	     1,953 	7.86	      12,533	    1,213	 9.68
	      37,269	     1,313	 3.52	      29,639	      984	 3.32
	   ---------  	--------		        ---------	  -------
    1,710,161    136,499 	7.98	   1,551,029	  123,997 	7.99

    	(19,680)		                		   (18,306)		
	    102,269				                     94,107		
	     48,146                 				    45,809		
	     46,467                 				    37,569
    --------	                  		  	--------		
  $1,887,363	            		      $1,710,208
   ==========			                	==========		
	

   $ 325,590    	 8,332 	2.56%  	$  312,994	    8,350 	2.67%
	     84,039	     2,334 	2.78	       80,049	    2,269 	2.83
     797,944	    44,649  5.60   	   758,347	   44,537 	5.87
   ---------   	-------		         ---------	  -------
   1,207,573	    55,315 	4.58   	 1,151,390	   55,156 	4.79

     128,109	     6,005	 4.69	       81,992	    4,240 	5.17
     	24,574	     1,336	 5.44	       10,231	      595	 5.82
	     54,879	     3,737	 6.81	       42,036	    3,117 	7.42
   ---------	   -------		         ---------	  -------
   1,415,135    	66,393	 4.69	    1,285,649	   63,108 	4.91
		              -------	            		        -------
     265,013				                    242,602			
     	20,786				                     16,414
  ----------				                  ---------			
   1,700,934				                  1,544,665			
     186,429				                    165,543
  ----------			                   ---------			
  $1,887,363			                  $1,710,208
  ==========			                  ==========			
	
	           	 $  70,106			                		$  60,889
		            =========			                		=========		
		
		                  		   3.29%				                    	3.08%
				                    =====		                    			=====
		
		                  		   4.10%		                    			3.93%
				                    =====	                    				=====
		
<PAGE>
Selected Financial Data
(In Thousands Except Per Share Data)
		                               				1997		     1996		     1995		    1994
						                              ------	    ------    	------    	------

</TABLE>
<TABLE>
At December 31,	
 <S>                              <C>        <C>        <C>        <C>
 Assets				                       $2,251,100	$2,028,012	$1,815,575	$1,624,138	
 Investments			                      699,625	   649,861    566,176	   537,797	
 Loans				                         1,236,443	 1,121,239	 1,017,367	   850,292	
 Deposits				                      1,649,494	 1,574,544	 1,463,205	 1,355,965	
 Long-term debt			                    54,170	    52,973 	    55,519	   33,000	
 Stockholders' equity		              232,580	   197,398	   180,021	   149,354	
Year Ended December 31,
  Net interest income 	          	   $76,586	   $70,106	   $60,889	   $57,793	
  Provision for loan losses	           8,297	     6,839	     3,495	       332	
  Total noninterest income	           53,839	    44,030	    33,850	    31,363	
  Total noninterest expenses	         81,103	    73,912	    64,393	    59,663	
  Net income	                         26,597	    21,756	    17,420	    19,032	
Per share data:
  Net income			                       	$1.96	    	$1.60	   	$ 1.29     $ 1.46	
  Dividends					                         .30	    	  .26    		  .227	      .216	
  Stockholders' equity before 
   net unrealized gains
   and losses on available 
   for sale securities	              		15.57    		13.92      12.58	     11.49	
  Total stockholders' equity		         17.19	    	14.57    		13.27	     11.26	
Selected Ratios:
  Rate of return on average:
    Total assets                   				 1.28%    	 1.15%    	 1.02%     	1.22%	
    Stockholders' equity(1)		          13.28	    	12.14	    	10.52	     13.37	
  Average total stockholders' equity 
    to average total assets(1)	        10.33	    	 9.49	    	 9.46     		9.15	
  Common dividends payout ratio	       15.29    		16.21    		17.58	     14.83	
  Allowance for loan
    losses to total loans	            	 1.82    		 1.80    		 1.87	     	2.02	
  Nonaccrual and restructured
   loans as a percentage of 
   total loans				                       .25    		  .45	    	  .29	     	 .30	
  Net charge-offs to
    average total loans		             	  .76	    	  .53	    	  .27     		 .24	
Capital Ratios:
  Core capital (Tier I) (2)	          	13.50%	    13.31%    	13.39%    	14.78%
  Total risk based capital (3)	        14.89    		14.72	    	14.82	    	16.26	
  Leverage (4)				                      9.74	    	 9.40	    	 9.16	    	 9.23	
</TABLE>
(1) Stockholders' equity before net unrealized gains and losses on securities 
available for sale
(2) Stockholders' equity before net unrealized gains and losses on securities 
available for sale, plus minority interest, less goodwill and deposit 
intangibles to risk-weighted assets (using 1997 requirements).
(3) Tier I capital plus allowance for loan losses (limited to 1.25% of risk-
weighted assets) to risk-weighted assets (using 1997 requirements).
(4) Tier I capital to quarterly average assets less goodwill.
<PAGE>


Selected Financial Data
(In Thousands Except Per Share Data)
    	 1993	     	 1992	    	 1991	      	 1990	    	 1989		       1988
	   -------    	-------   	--------	    -------	   ---------   	--------
<TABLE>
   <C>         <C>         <C>         <C>         <C>          <C>
   $1,572,298  $1,452,058  $1,309,613  $1,106,354  $1,019,288   $955,367	
	     520,176    	495,784    	384,951    	375,624    	354,865    400,485	
	     777,695	    674,352	    631,713	    538,056	    489,537	   423,333	
    1,324,196   1,196,111   1,123,728	    938,881	    864,011	   788,962	
	      25,000	     26,500	     11,725	     10,583	     10,757	    12,956	
	     137,293	    116,335	     99,702	     95,576	     88,578	    83,008

     	$57,727    	$55,303	    $47,547    	$37,933    	$34,648	   $35,309	
	       1,143	      3,152	      3,810	      1,770	      1,630	     2,146	
	      33,345	     33,767	     27,722	     24,293	     22,378	    20,048	
	      60,806	     57,304	     52,239	     44,896	     40,930	    39,698	
	      19,760	     19,150	     12,980	     10,672	     10,025	     9,669	

     	  $1.52	      $1.47	     $  .93	     $  .75	     $  .69	    $  .64	
	         .20	        .188	       .136	       .112	       .102	      .10	
	
	       10.24	       8.93	       7.65	       6.78	       6.13	      5.52	
	       10.53	       8.93	       7.65	       6.78	       6.13	      5.52	
	

     	   1.33%	      1.41%	      1.06%	      1.02%	      1.04%	     1.03%	
	       15.77	      17.69	      12.84	      11.49	      11.75	     12.08	
	
	        8.46	       7.96	       8.23	       8.88	       8.82	      8.56	
 	      13.19	      12.79	      14.25	      15.05	      14.76	     15.60	

     	   2.37	       2.74	       2.68	       2.74	       2.94	      3.37	
	
	         .34	        .50	        .73	        .43	        .85	       .71	

     	    .16	        .25	        .48	        .37	        .26	       .19	

     	  13.43%	     12.70%   	  10.05%	     11.16%
	       14.90	      13.95	      11.30	      12.41
	        8.31	       7.98	       7.40	       8.59
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS

CORPORATE RESULTS SUMMARY (COLUMNAR AMOUNTS ARE IN THOUSANDS)

The Company's net income during 1997 was $26,597,000 versus $21,756,000 in 1996 
and $17,420,000 during 1995. On a per share basis this equates to $1.96, $1.60, 
and $1.29 for 1997, 1996 and 1995, respectively. Additionally, year-end assets 
reached $2,251,100,000, versus $2,028,012,000 in 1996.  Average stockholders' 
equity to average assets was approximately 10.3% for 1997 and 9.5% for 1996.  
The 1997 cash dividend was $0.30 per share versus $0.26 per share in 1996. In 
January 1998, the Company raised its annualized dividend to 34 cents.  This 
equates to a 13% increase on a per share basis.

The $4.8 million or 22% increase in net income in 1997 from 1996 can be 
primarily attributed to an increase in net interest income, combined with an 
increase in gains on securities sales and increased credit card services.  The 
net yield on interest earning assets decreased slightly from 4.10% in 1996 to 
4.08% in 1997.  Average earning assets increased $167 million during 1997.  This
resulted in a $6.5 million or 9% increase in net interest income.   The increase
in net interest income was partially offset by a $1.5 million increase in loan 
loss expense.   Even though overall loan quality remains high in the 
organization, significant growth in loans combined with a significant increase 
in credit card charge-offs created the need to provide additional expense to 
keep reserves at appropriate levels.  Gains on securities sales increased $3.2 
million.  These gains were primarily taken in the Company's Global fund, which 
is a pool of national and foreign equity securities.  Net income, excluding the 
income from these securities sales, would have been $23.4 million in 1997 and 
$20.7 million in 1996, up 13%.

Year-end loans increased $115 million in 1997 from 1996, which is on top of a 
$104 million increase during 1996.  The increase in loans the past two years 
does not include $75 million of credit card receivables which were securitized 
and sold.  On a managed loan basis, loans increased $160 million during 1996 and
another $134 million in 1997.  Although average deposit growth was a respectable
5.6%, in 1996 and 7.2% in 1997, it did not keep up with earning asset growth.  
Therefore, the Company utilized other non-traditional methods to fund some of 
its loan growth.  Besides the securitization of credit cards mentioned above, 
average securities sold under agreement to repurchase and other short-term 
borrowings increased approximately $60 million in 1996 from 1995, and increased 
another $50 million in 1997.  

EARNING ASSETS
Average earning assets in 1997 were $1.88 billion, a 9.8% increase over 1996 
primarily caused by the loan growth referred to above and an increase in taxable
investment securities of $68 million.  Average earning assets were $1.71 billion
in 1996, a 10% increase over 1995.  Average loans were $1,139 million, $1,067 
million and $918 million in 1997, 1996 and 1995, respectively, a 6.8%, 16.3%  
and 15.1% increase over each respective previous year. Loan demand has been 
strong during the past three years as shown by these increases in average loans.
Loan demand was led by the real estate mortgage, commercial and consumer 
markets. The increase in credit card loans can be attributed to a joint venture 
with Cabela's in the issuance of a Cabela's co-branded credit card.  Average 
loans accounted for 61% of average earning assets during 1997 and 62% in 1996. 
Average investment securities were $683 million at December 31, 1997, a $100 
million increase over 1996.  Investment securities accounted for 36% of average 
earning assets during 1997 and 34% during 1996.

SECURITIES PORTFOLIO
The Company's investment securities portfolio consists of high quality 
securities with primarily short to medium maturities.  The Company utilized 
buying opportunities during the last two years to extend the average life of its
investment portfolio.  The Company has purchased high yielding callable U. S. 
Government agencies with stated maturities much longer than the call dates.  
These securities are classified on the following maturity schedule by 
contractual maturity under the 5 through 10 year column, but the Company fully 
expects that these securities will be called when they reach their call date.  
The Company's average yield on its taxable security portfolio increased from 
6.28% in 1996 to 6.75% during 1997.


<PAGE>
The following table presents the amortized cost of the securities portfolio by 
type of security as of December 31, for the years indicated.
<TABLE>
							                                             December 31,
						                                   ----------------------------
						                                       1997	  	1996	   	1995
						                                     -------	-------  	------
<S>                                       <C>      <C>      <C>
U.S. Treasury			                         	$103,366	$172,533	$183,580
U.S. Agency					                           239,389	 188,986	  66,584
State and municipal			                      27,448	  28,747	  32,777
Mortgage-backed securities		               243,614	 205,244	 236,097
Corporate bonds				 	                            -	     	 -	   1,000
Marketable equity securities		              51,698	  39,996	  30,755
Other securities				                           425	     687	     965
						                                    --------	--------	--------		
						                                    $665,940	$636,193	$551,758
						                                    ========	========	========
</TABLE>
				
The following tables present the amortized cost of each investment category by 
maturity range and the weighted average yield for each range (except for 
mortgage-backed securities and marketable equity securities).

                                       							December 31, 1997
					                             -------------------------------------------
                                      	 	After 1	  After 5		
				                              Under		through	 through	   After
				                             1 Year	 5 Years	 10 Years	 10 Years	 Total
				                             -------	------- 	-------- 	--------	--------
<TABLE>
Securities held to maturity:
<S>                              <C>     <C>      <C>       <C>      <C>
U.S. Treasury and Agency         $3,500 	$28,362 	$151,175 	$    -	  $183,037
State and municipal	              4,670 	  9,124 	   9,638	  4,016	    27,448
Other securities	                     1	     142	       86	    196	       425
                             				------ 	-------	 -------- 	------	  --------
				                             $8,171 	$37,628 	$160,899 	$4,212	  $210,910
				                             ====== 	======= 	======== 	======	  ========
				
Weighted average yield to maturity:
  U.S. Treasury		                   5.1%	    6.9%	     7.2%	    - %	   	  7.1%
  State and municipal (1)           5.0		    5.0		     5.2		  5.3		       5.1
  Other securities	                 9.4		    6.0	   	  6.1		  6.8	     	  6.4


Securities available for sale:
  U.S. Treasury 
    and Agency	                	$23,187 	$89,697  	$46,834	$    -   	$159,718
				                            ======= 	=======  	=======	=======  	========
				
Weighted average yield to maturity:
U.S. Treasury and Agency           7.3%	     7.1%	     7.0% 	   -%		      7.1%
</TABLE>
(1) Not based on taxable equivalents.

The Company owned $244 million in mortgage-backed securities at December 31, 
1997. Yields in these securities can be reduced due to early prepayment. The 
prepayment risk associated with mortgage-backed securities, is monitored 
continuously by updating the analytics concerning prepayment speeds. Bond 
accounting and asset/liability reports are adjusted accordingly.

A large portion of the mortgage-backed securities are collateralized mortgage 
obligations (CMO's) which are planned amortization class (PAC) bonds. Under the 
terms of a PAC contract, if the collateral prepays faster or slower than the 
defined range, the contract is suspended until the collateral prepayment speed 
returns to the defined range.  In addition, high premium CMO's are avoided.  The
Company has not experienced any significant adverse prepayment characteristics 
in the last two years.

<PAGE>

Loans
The following table presents the amount of loans by categories and percentage 
of loans by categories as of December 31, for the year indicated.
<TABLE>
							                                     December 31,
				                        ---------------------------------------------
			                         	1997    		1996	    	1995	    	1994	   	1993
				                        ------- 	-------   	-------	  -------  	-------
<S>                        <C>       <C>       <C>       <C>       <C>
Real estate mortgage	      $375,044	 $332,913	 $295,268	 $270,603	 $236,202
Consumer			                 281,697	  271,906 	 263,320	  228,332 	 187,021
Commercial and financial    259,045	  245,873	  201,910	  166,682	  169,466
Agricultural (except 
 loans secured by 
 real estate; includes 
 loans for household 
 and other personal
 expenditures)		           180,310	  130,071	    26,414    87,758	   87,338
Credit card			             106,737	   98,895	   108,641	   80,135	   81,932
Real estate construction    33,610	   41,581	    21,814	   16,782	   15,736
				                     ---------	 -------- 	----------	 ------- 	--------
			                      1,236,443 1,121,239  1,017,367 	 850,292 	 777,695
Less allowance for 
 loan losses		             (22,458)	 (20,157) 	 (19,017)	 (17,190) 	(18,461)
			                     	---------	----------	---------- 	--------	--------
			                     $1,213,985$1,101,082 $  998,350 	$833,102	 $759,234
			                     ========== =========  =========   =======   =======
</TABLE>
	
					                                 	December 31,
				                       -------------------------------------
<TABLE>
                        				  1997	  1996		 1995		 1994	  1993
				                        -------	------	------	------	------
As a percentage of total loans:
 <S>                         <C>     <C>    <C>    <C>    <C>
 Real estate mortgage	       30.3%	  29.7%  29.0%	 31.8% 	30.4%	
 Consumer			                 22.8  		24.3		 25.9		 26.9 		24.1	
 Commercial and 
   Financial		               21.0	  	21.9		 19.9		 19.6 		21.8	
 Agricultural (except 
  loans secured by 
  real estate; includes 
  loans for household 
  and other personal
  expenditures)		            14.6	 	 11.6		 12.4		 10.3 		11.2	
 Credit card		                8.6	  	 8.8		 10.7	   9.4 		10.5	
 Real estate construction     2.7		   3.7		  2.1		  2.0 		 2.0
				                        -----	 	-----		-----		-----		-----	
			                        	100.0% 	100.0%	100.0%	100.0%	100.0%
				                        =====	 	=====		=====		=====		=====
</TABLE>
				
				
The Company has no foreign loans.
The following table presents loan maturities by ranges (except for real estate 
mortgage loans, credit card loans and consumer loans).  Also included for loans 
due after one year are the amounts which have predetermined interest rates and 
floating or adjustable rates.
<TABLE>
					                           As of December 31, 1997
                      --------------------------------------------------
										                                            Due after 1 year
									                                     --------------------------
									                                             Pre-	    Floating
			                        Due	  	 Due 1	   Due	  	determined	   	or
			                      Within  	through	  after	  interest	 adjustable
			                      1 Year  	5 Years	 5 Years	  rate	       rate
	                    		---------	 -------	 -------	 --------- ----------
Commercial and 
 <S>                   <C>        <C>       <C>       <C>       <C>
 financial	           	$157,253	  $79,253  	$22,539	  $66,831	  $34,961	
Agricultural          	 137,680	   39,246  	  3,384	   33,817	    8,813    
Real estate 
  construction	          16,187	    8,716	    8,707  	  6,865	   10,558

</TABLE>
RISK MANAGEMENT
Overall  risk management is an essential part of the operation of any financial 
services organization.  There are three primary financial risk exposures: credit
quality, interest rate sensitivity or market risk, and liquidity risk.  Credit 
quality risk involves the risk of either not collecting interest when it is due 
or not receiving the principal balance of the loan or investment when it matures
or is due.  Interest rate sensitivity risk is the risk of reduced net interest 
income because of differences in the repricing characteristics of assets and 
liabilities, as well as the change in the market value of assets and liabilities
as interest rates fluctuate.  Liquidity risk is the risk that the Company will 
not be able to fund its obligations.
<PAGE>

ASSET QUALITY
The quality of the Company's loan portfolio remains exceptionally strong.  A key
measure of the effectiveness of credit risk management is the percentage of the 
loan portfolio that is classified as nonperforming.  Nonperforming loans include
nonaccrual loans, loans 90 days or more past due and restructured loans. The 
Company's nonperforming loans totaled $4.2 million at December 31, 1997, as 
compared to $5.9 million at the end of 1996.  As a percentage of total loans, 
nonperforming loans represents only .3% and .5% of the loan portfolio at 
December 31, 1997 and 1996, respectively.

Virtually all of the Company's loans, except credit card loans which are 
concentrated in the Midwest, are to Nebraska-based organizations. The Nebraska 
economy is somewhat dependent upon the general state of the agricultural 
economy, which has been good in the past several years. The agricultural economy
is dependent upon commodity prices, weather and input costs.  Crop yields were 
generally fair throughout the region during 1997. The prices for crops were not 
as high as they were in 1996.  The decrease in grain prices helped the Company's
cattle feeders to be profitable throughout most of the year.  Loans to cattle 
feeders represent the Company's largest loan segment concentration, but the 
Company applies selective underwriting criteria to this segment.  In addition to
the Company's direct agricultural loans, some of its nonagricultural borrowers 
are affected by the overall agricultural economy in Nebraska. The Company's 
borrowers are to a lesser extent affected by the overall national economy. Farm 
income represents 7% of Nebraska's personal income.

Another area of loan concentration of the Company is in real estate related 
activities. This is normally one of the first areas affected by a downturn in 
the economy, but the Company applies selective underwriting in evaluating 
projects. Another area of significant risk in a downturn of the economy would be
in the consumer and credit card areas. Credit card loans traditionally have a 
higher ratio of net charge-offs to loans outstanding than other areas in the 
loan portfolio. The Company has seen an increase in credit card charge-offs in 
the past two years.  Credit card loans had $5.0 million total net charge-offs 
during 1997,  $4.2 million in 1996 and  $2.6 million in 1995. Nationally credit 
card charge-offs also increased during the past two years.  The Company's credit
card charge-offs are comparable to industry averages.  Consumer loan charge-offs
showed a decrease in 1997 from 1996, but were still higher than the abnormally 
low levels in the years prior to 1996. Consumer loan charge-offs are below 
industry levels.

Management reviews loans regularly, placing them on nonaccrual when it considers
the collection of principal or interest questionable. Thereafter, income is not 
recorded unless it is received in cash or until such time as the borrower 
demonstrates an ability to pay interest and principal. During 1997, 1996 and 
1995, the Company received approximately $398,000, $457,000 and $458,000 in 
interest on loans which had been previously charged-off or placed on nonaccrual.
This interest was included in interest and fees on loans in the consolidated 
statements of income. As a general rule, credit card and consumer loans are 
evaluated for charge-off once the delinquency period reaches 90 days.

For other loans, specific reserves are established for any impaired loan for 
which the recorded investment exceeds the measured value of the loan.  Impaired 
loans are measured based on either the present value of expected future cash 
flows discounted at the loan's effective rate, the market price of the loan, or,
the method predominately used by the Company, the fair value of the underlying 
collateral if the loan is collateral dependent.

Management is not aware of any significant risks in the current commercial loan 
portfolio due to concentrations within any particular industry other than those 
previously discussed. Loans classified as commercial could be affected by 
downturns in the real estate, agricultural and consumer economies due to being 
directly or indirectly related to these areas.

Management believes that it carries adequate, even reasonably conservative, loan
loss reserves. However, such reserves are estimates and a change in the economy 
can quickly affect the financial status of borrowers and loan quality. Such 
changes can require significant adjustments in the loan loss reserve on very 
short notice and are possible in the future.


<PAGE>


The following table presents the amount of nonperforming loans for the periods 
indicated:
                                            1997	  1996 	 1995 	 1994	 1993
							         	                          -----	 ------  -----  ----- -----
<TABLE>
1.Nonaccrual, Past Due and 
  Restructured Loans
  (a) Loans accounted for on 
      <S>                                  <C>    <C>    <C>    <C>    <C>
	     a nonaccrual basis			                $1,581 $3,429 $1,700 $1,150 $1,315
  (b) Accruing loans which are 
     	contractually past due 90 days 
	     or more as to principal or 
	     interest payments				                 1,106 	  846	   690    384    432
(c) Loans not included above which 
	   are "troubled debt restructurings"	     1,530 	1,597	 1,256  1,377  1,342
	
  i.	Gross interest income that would 
	    have been recorded in the period 
	    then ended if the loans listed in 
	    categories (a) and (c) had been 
	    current in accordance with 
	    their original terms	 		               	 529  	 628	   350    285    305
	 
  ii. Amount of interest income on 
	     loans listed in categories (a) and (c) 
	     that was included in net income 
	     for the period.				                   	 244  	 395	   155    153    140
		 
2.	Potential Problem Loans(1)		             4,631  6,660	 7,953  6,265  6,162
3.	Foreign Outstandings				                     -     	-	     -	     - 	    -	 
4. Loan Concentrations				                      -     	-   	  -	     -	     - 
</TABLE>
(1)	Balances shown are loans in which the primary source of repayment may not 
be sufficient to meet the present 	terms of the loan. The Com-pany believes it 
has sufficient security collateral to support the current loan balance.

PROVISION FOR LOAN LOSSES
The Company maintains an allowance for loan losses at a level considered by 
management to be adequate to provide for the risk of possible loan losses.  The 
amount of the provision charged to operating expense is determined on the basis 
of several factors, including reviews of individual loans and an evaluation of 
their impairment, past due and nonaccruing loans outstanding, the level of the 
allowance for losses in relation to loans, actual loss experience, appraisals of
the loan portfolio conducted by the Company's internal audit staff and by 
Federal bank examiners, and management's estimate of the impact of the current 
and future economic conditions.  The Company expensed $8,297,000, $6,839,000 and
$3,495,000 for estimated loan losses in 1997, 1996 and 1995, respectively. 

Average loans increased 6.8% in 1997, 16.3% during 1996 and 15.1% in 1995.  Net 
charge-offs were $6.0 million, $5.7 million and $2.5 million during 1997, 1996 
and 1995, respectively.  The increase in net charge-offs over the past three 
years is primarily in credit card charge-offs, although the Company's credit 
card charge-off ratios are comparable to national averages. Consumer loan 
charge-offs increased significantly in 1996 due to increased consumer 
bankruptcies, but they trended back down in 1997.  In 1996, Nebraska bankruptcy 
filings rose by over 40%.  Management feels the overall credit quality of the 
Company's loan portfolio remains very good.   The increase in loan loss expense 
during the last three years is primarily due to the increase in charge-offs, 
combined with the significant growth in loans in order to keep the loan loss 
reserve at appropriate levels.   The loan loss reserve as a percentage of loans 
was 1.82%, 1.80% and 1.87% at December 31, 1997, 1996 and 1995, respectively.

<PAGE>
The following table presents an analysis of loan loss experience.

                             				1997	    	1996	    	1995	    	1994		    1993
			                           	-------   	-------  	-------- 	-------- 	-------
<TABLE>
Average loans and 
<S>                         <C>         <C>         <C>       <C>       <C>
leases for the year        	$1,139,272	 $1,066,896	 $917,742	 $797,369	 $701,305
				                        ========== 	========== 	======== 	======== 	========
Reserve for loan losses:
Balance, beginning 
 of year			                    $20,157    	$19,017  	$17,190  	$18,461  	$18,470
Provision charged 
 to expense			                   8,297    	  6,839  	  3,495	      332	    1,143
Bank acquisitions			                 -         		-	      843  	    326	        -
Loans charged off:
 Real estate construction           	-	         	-	       	-	       	-	     (332)
 Real estate mortgage	            (100)	       (43)	     (66) 	    (27)	    (102)
 Agricultural		                   (158)	       (73)      (98) 	   (120) 	   (142)
 Commercial and financial       (1,159)   	   (734) 	    (70) 	    (64) 	   (135)
 Consumer			                    (1,452)	    (2,117)   (1,168) 	   (631) 	   (502)
 Credit card		                  (5,760)   	 (4,827) 	 (3,255) 	 (2,881) 	 (1,913)
Loan recoveries:
 Real estate construction           	-	         	-	       	-		       -  	    632
 Real estate mortgage	              84	        282	      185	      245  	     41
 Agricultural		                    225	         77  	    186  	    176  	    223
 Commercial and financial          839	        193  	    438	      397  	    340
 Consumer	   		                    736	        897  	    636  	    431  	    370
 Credit card		                     749	        646	      701	      545	      368
				                           -------	    -------   	------	  -------   -------
Net loans charged off	          (5,996)	    (5,699) 	 (2,511) 	 (1,929)	  (1,152)
				                           -------	    -------	  -------	  -------	  -------
Balance, end of year	          $22,458	    $20,157  	$19,017	  $17,190	  $18,461
				                           =======    	=======  	=======  	=======  	=======
Ratio of net charge-offs 
 to average loans		                .53%	       .53%	     .27%	     .24%	     .16%
				                              ====	       ====	     ====	     ====	     ====
</TABLE>
				
This table presents an allocation for loan losses by loan categories; however, 
the breakdown is based on a number of qualitative factors, and the amounts as 
such are not necessarily indicative of actual future charge-offs in any 
particular category.
				                     1997	  	1996	  	1995	  	1994	  	1993
				                     ----	  	----	  	----	  	----	  	----
<TABLE>
Real estate   
 <S>                   <C>     <C>     <C>     <C>     <C> 
 construction	         $   330 $   628 $   419 $   331 $   221	
Real estate mortgage	    3,009	 	2,493	 	2,902	 	2,927	 	2,476	
Agricultural		           3,286		 3,169		 3,941		 2,658		 2,468	
Commercial and 
  financial			           4,690	 	4,896 		3,781 		3,887 		4,790	
Consumer			              3,478		 3,302	 	3,152	 	2,472	 	2,162	
Credit card			           7,175	 	5,398	 	4,623 		3,511 		2,712	
Unallocated			             490		   271 		  199	 	1,404	 	3,632	
				                     -----		------		------		------		------
			                    $22,458 $20,157 $19,017 $17,190 $18,461
			                     ====== =======  ======  ======  ======
</TABLE>
	
	
MARKET RISK 
The Company's principal objective for interest rate risk management is to manage
exposure of net interest income to risks associated with interest rate 
movements.  The Company trys to limit this exposure by matching the maturities 
of its assets and liabilities, along with the use of floating rate assets and 
liabilities which will move with interest rate movements.

Interest rate risk is measured and reported to the Company's Asset and Liability
Management Committee (ALCO), which includes senior management representatives. 
Measurement and reporting methods include traditional gap analysis which 
measures the difference between assets and liabilities that reprice in a given 
time period, simulation modeling which produces projections of net interest 
income under various interest rate scenarios and balance sheet strategies, and 
economic valuation modeling which measures the sensitivity of equity value to 
changes in interest rates. Significant assumptions include rate sensitivities, 
prepayment risks, and the timing of changes in prime and deposit rates compared 
with changes in money market rates.
<PAGE>
The Company's exposure to interest rate risk is reviewed on at least a quarterly
basis by the Board of Directors and the ALCO.  In addition each subsidiary bank 
has its own ALCO committee which reviews the interest rate risk of each 
subsidiary bank.  If interest rate risk measurements are not within established 
guidelines, the Board may direct management to adjust its asset and liability 
mix to bring interest rate risk within Board-approved limits.  In order to 
manage the exposure to interest rate fluctuations, the Company has developed 
strategies to manage its liquidity, shorten its effective maturities of 
interest-earning assets, and increase the interest rate sensitivity of its asset
base.  The Company has almost $400 million of assets whose interest rates are 
adjustable, primarily in a 30-day time frame.

One measure of interest rate sensitivity is an evaluation of the sensitivity of 
the Economic Value of Equity (EVE).  The interest rate risk is measured from the
dispersion of equity values above and below the value produced using current or 
base rates.  EVE is the difference between the total present values of cash 
flowing into the Company and the total present values of cash flowing out of the
Company in the future.  The analysis performed by the Company assesses the risk 
of loss in interest rate sensitive instruments in the event of a sudden and 
sustained 50 to 200 basis points increase or decrease in the market interest 
rates.  The Company's Board of Directors has adopted an interest rate risk 
policy which establishes maximum decreases in the EVE of 6%, 12%, 18% and 25% in
the event of a sudden and sustained 50 to 200 basis points increase or decrease 
in market interest rates. 

The following table presents the Company's projected change in EVE, for all 
assets and liabilities except for the Company's marketable equity securities, 
for the various rate shock levels as of December 31, 1997.  

					     	                        					Percent Change
										                            	----------------	
	Change in				              Economic Value 	Actual       			Board	
	Interest Rates	  			         Of Equity	    Change 	Actual 	Limit
	-------------			             	--------    	-------	------ 	-----
	200 basis point increase	     $190,367	  $(46,388)	(19.6)%  (25)%
	150 basis point increase		     204,005	   (32,750)	(13.8)  	(18)
	100 basis point increase		     217,815	   (18,940)	 (8.0)  	(12)
  50 basis point increase		     231,273	    (5,482)	 (2.3)	   (6)
	Base scenario			              	236,755		        -	     -	     -
 	50 basis point decrease		    	245,840	     9,085	   3.8		   (6)
	100 basis point decrease		     252,409	    15,654	   6.6	   (12)
	150 basis point decrease		     259,315	    22,560	   9.5	   (18)	
	200 basis point decrease		     265,741	    28,986	  12.2		  (25)

The preceding table indicates that at December 31, 1997, in the event of a 
sudden and sustained increase in prevailing market rates, the Company's EVE 
would be expected to decrease, and that in the event of a sudden and sustained 
decrease in prevailing market interest rates, the Company's EVE would be 
expected to increase.  At December 31, 1997, the Company's estimated changes in 
EVE were within the targets established by the Board of Directors.

Computation of prospective effects of hypothetical interest rate changes are 
based on numerous assumptions, including relative levels of market interest 
rates, loan prepayments and deposits decay, and should not be relied upon as 
indicative of actual results.  Further, the computations do not contemplate any 
actions the ALCO could undertake in response to changes in interest rates.  
Certain shortcomings are inherent in the method of analysis presented the 
computation of EVE.  Actual values may differ from those projections presented, 
should market conditions vary from assumptions used in the calculation of the 
EVE.  Further, in the event of a change in interest rates, prepayment and early 
withdrawal levels would likely deviate significantly from those assumed in the 
EVE.  Finally, the ability of many borrowers, with adjustable rate loans, to 
repay their loans may decrease in the event of interest rate increases.

<PAGE>


Below is a gap analysis, which is another means of analyzing interest rate risk,
showing the Company's interest rate-sensitive assets (excluding assets on 
nonaccrual and overdrafts) and liabilities for various time periods in which 
they either mature, are repriceable or are callable (in thousands):

			                   1 to	  91 to    181 to	    1 to 5	  Over
			                 90 Days	180 Days  360 Days    Years	 5 Years   Total
			                --------	--------  --------  --------	--------	------ 
<TABLE>
Assets:
<S>               <C>       <C>      <C>         <C>      <C>      <C>
Investments	     	$  66,574 $ 15,675 $  113,256  $351,590 $118,845 $  665,940
Loans			            556,694  	96,847    117,689   438,777   22,906  1,232,913
Mortgages held
 for sale		          31,360	       -	         -	        -	       -   	 31,360
Federal funds sold   36,495	       -	         -	        -	       -	    36,495
			                --------  -------    -------   -------  -------  ---------
			                 691,123  112,522    230,945   790,367  141,751  1,966,708
Liabilities:
Interest-bearing
 demand deposits	    39,980	       -  	  79,287   249,680        -   	368,947
Savings deposits	         -	       -	     7,630    84,757        -	    92,387
Time deposits	      279,260  159,897    276,903   118,943       48	   835,051
Short-term
 borrowings	        280,845	       -	         -	        -	       -   	280,845
Long-term debt	       5,000	  12,540	         -    36,630	       -	    54,170
			                --------  -------  ---------  --------  ------- 	---------
	               		  605,085  172,437    363,820   490,010	      48  1,631,400
			                --------	 -------	 ---------  --------	 -------  ---------
Repricing gap	    $  86,038 $(59,915) $(132,875) $300,357	$141,703 $  335,308
			                ========	========  =========  ========	========  =========
Cumulative 
 repricing gap	   $  86,038 $ 26,123  $(106,752) $193,605 $335,308 $  335,308
			                ========	========  =========  ========	========  =========
GAP as a % of 
 earning assets      		4.4%	    1.3%	     (5.4)%   	 9.8%	    17.0%	    17.0%
				                  ====	    ====	       ====	    ====	     ====	     ====
</TABLE>
				
This table estimates the repricing maturities of the Company's interest 
sensitive assets and liabilities, based upon the Company's assessment of the 
repricing characteristics of contractual and non-contractual instruments.  Non-
contractual deposit liabilities are allocated among the various maturity ranges 
based upon the Company's analysis of the repricing characteristics of the non-
contractual deposit liability. 

The above gap analysis indicates that the Company's one year cumulative gap is 
negative by $106.8 million dollars.  Generally, during a period of rising 
interest rates, a negative gap would adversely effect net interest income.  
Conversely, during a period of falling interest rates, a negative gap would 
result in an increase in net interest income.  Management's goal is to maintain 
a reasonable balance between exposure to interest rate fluctuations and 
earnings.

The Company owns $82 million of marketable equity securities.  The fair value of
this portfolio has exposure to price risk.  The following table shows the effect
of stock price fluctuations of plus or minus 5%, plus or minus 10% and plus or 
minus 15%.  These were selected based upon the probability of their occurrence.

                   		 	 			Fair	  Actual 		
	Change in Prices	  	     Value	  Change
						                    -----	  ------
	15% increase		        $94,753	 $ 12,359
	10% increase	  	       90,633	    8,239
	 5% increase	 	        86,514	    4,120
	Current fair value	    82,394	        -
	 5% decrease	 	        78,274	   (4,120)
	10% decrease	  	       74,155	   (8,239)
	15% decrease	  	       70,035	  (12,359)

Within the Company's public equity investment portfolio, a 5% or less increase 
in the value of the portfolio has occurred in 50% of the quarters over the past 
three years; a 5% to 10% increase in the value of the portfolio has occurred in 
33% of the quarters over the past three years; a 10% to 15% increase in the 
value of the portfolio has occurred in one quarter in the past three years; and 
a 5% or less decrease has occurred in one quarter in the last three years.
<PAGE>
Of the $82 million in marketable equity securities at December 31, 1997, 
approximately $17 million is in one holding.  This stock position came about 
from a venture capital investment which made its initial public offering in 
January 1997.  The Company's cost basis in this stock is $429,000.  The Company 
has put a Zero Cost Collar (purchase of a put option and the selling of a call 
option from the same investment bank) on part of the shares of this stock owned,
representing approximately $5 million in fair value, which locks the market 
value of these shares between $4,046,000 and $4,946,000.  If the price of the 
stock remains within the put price and the call price, the collar will expire in
July 1998, at no cost to the Company.  If the Company sells these shares as a 
result of the exercise of the call option the Company will realize a gain of 
$3.9 million to $4.8 million.

In conclusion, the analysis of the above data indicates that the Company's 
earnings could be adversely effected by an increase in interest rates.  All of 
the estimated changes fall within the guidelines of the Company's Board of 
Directors and the risks they are willing to take in order to generate profits 
for the Company.

Liquidity and Capital Resources
The Company's primary business is ownership of banks.  The assets of any 
commercial bank are primarily funded through the use of borrowings in the form 
of demand and time deposits, negotiable certificates of deposit, and short-term 
funds.  The Banks have demonstrated the ability to acquire short-term funds when
needed and rely primarily upon negotiable certificates of deposit, brokered 
certificates of deposit, federal funds acquired from correspondent banks, 
securities sold under agreement to repurchase, and borrowed funds from the 
Federal Home Loan Bank. These sources should remain accessible as long as the 
Banks offer competitive rates.  In addition, the Company has utilized the 
securitization of credit card receivables to provide liquidity and fund the 
receivable growth in the Cabela's LLC credit cards.  

The Company relies primarily on the Banks for its source of cash needs. The cash
flow from the Banks to the Company comes in the form of dividends, tax benefits 
and rental payments. Total dividends that can be declared by the subsidiary 
banks without receiving prior approval from regulatory authorities are limited 
to each Bank's defined net income of that year combined with its retained 
defined net income from the previous two years subject to minimum regulatory 
capital requirements.  For the calendar year 1998, the Banks have retained 
defined net income from the previous two years of approximately $20.7 million.  
The parent company holds approximately $83.0 million in cash, short-term 
investments and marketable securities as of December 31, 1997.  The Company has 
the ability to issue commercial paper which could be used to provide liquidity 
to subsidiary banks. The Company has issued $4.8 million in commercial paper as 
of December 31, 1997.  Long-term debt at December 31, 1997 includes $16.0 
million of capital notes which have a payment of $2.5 million due in 1998 and 
$38.0 million of FHLB borrowings (at subsidiary banks) which have a payment of 
$10 million due in 1998.

The Company's risk-based capital ratios, which take into account the different 
credit risks among banking organizations' assets, have remained strong over the 
past three years.  Tier 1 and total risk-based capital ratios were 13.5% and 
14.9%, respectively, at December 31, 1997.  These ratios are up slightly from 
13.3% and 14.7%, respectively, at December 31, 1996, and 13.4% and 14.8%, 
respectively, at December 31, 1995.  In accordance with the regulatory 
guidelines, unrealized gains and losses on the available for sale securities 
portfolio are excluded from the risk-based capital calculations.  

The Company's leverage ratio, the ratio of Tier 1 capital to total quarterly 
average assets, was 9.7% at December 31, 1997 and 9.4% at December 31, 1996.

The Office of the Comptroller of the Currency typically defines a bank to be 
"well capitalized" if it maintains a Tier 1 capital ratio of a least 6.0%, a 
total risk-based capital ratio of at least 10.0% and a leverage ratio of at 
least 5.0%.  It is the Company's intention to maintain sufficient capital in 
each of its subsidiary banks to permit them to maintain a "well-capitalized" 
designation.  All of the Company's bank subsidiaries met the "well-capitalized" 
designation at December 31, 1997.

LEVERAGE RATIOS
These ratios measure the extent to which the Company has been financed by long-
term debt (before net unrealized gains and losses on securities available for 
sale).
								                                       1997	   1996 	1995
						                                       		----- 	-----	-----
Long-term debt to long-term debt plus equity	  20.5%	 21.9%	 24.5%
Total long-term debt to equity 			             25.7	  28.1	  32.5
Long-term debt to equity (parent only)		        7.7	   9.9	  12.4
<PAGE>
FUNDING SOURCES
Average deposits were $1.58 billion in 1997 as compared to $1.47 billion during 
1996 and $1.39 billion in 1995, a  7.2% and 5.6% increase, respectively.  
Average interest-bearing deposits increased from $1,151 million in 1995 to 
$1,208 million in 1996, to $1,285 million in 1997, a 4.9% and 6.4% increase, 
respectively.  Noninterest-bearing demand deposits increased $28.5 million or 
10.7% in 1997 from 1996 and increased 9.2% or $22.4 million in 1996.  The 
increase in noninterest-bearing demand deposits can be primarily attributed to 
growth in public and business account relationships.

Average time deposits increased 5.8% during 1997 as compared to 1996, while 
interest-bearing demand and savings deposits increased 7.5%.  The Company uses 
time deposits of $100,000 or more as a significant funding source.  The 
following table presents time deposits of $100,000 or more by time remaining 
until maturity.

                   			As of December 31, 1997
		           --------------------------------------------
                        Over 3	   Over 6
	             3 Months	through	  through	   Over
	             or Less 	6 Months	12 Months	12 Months	Total
             	--------	-------- 	-------	 -------	 --------
             	$133,806	 $35,646	 $41,963	 $11,495	 $222,910

During 1996, the Company used a funding source it had not previously used, 
securitization.  On July 18, 1996 the Company closed on the National Bank of 
Commerce Master Credit Card Trust (Trust). The initial pooling and servicing 
agreement will allow the National Bank of Commerce (Bank) to sell up to 
$100,000,000 of credit card receivables to the Trust.  As these loan receivables
are securitized, the Company's on-balance sheet funding needs are reduced by the
amount of loans securitized.  As of December 31, 1997 and 1996, the Company had 
sold $75 million and $56 million, respectively, of credit card receivables to 
the Trust.

EARNINGS PERFORMANCE

The Company's net income was $26,597,000, up 22% or $4,841,000 from 1996.  The 
Company's net income for 1996 was $21,756,000, up $4,336,000 from 1995's net 
income of $17,420,000. The increase in net income in 1997 from 1996 can be 
attributed to several factors.  The net yield on interest earning assets 
decreased from 4.10% in 1996 to 4.08% in 1997, but average earning assets 
increased $167 million during 1997, resulting in a $6.5 million increase in net 
interest income.   Loan loss expense increased $1.5 million, which resulted a 
net increase in net interest income after the provision for loan losses of $5.0 
million.   Gains on securities transactions increased $3.2 million over the 
amounts taken in 1996.  These gains were primarily taken in the Company's Global
fund, due to certain positions reaching levels where management felt the prices 
of the investments had reached their maximum potential.

The increase in income in 1996 over 1995 was due primarily to an increase in net
interest income, due to a significant increase in the net yield on interest 
earning assets, from 3.93% in 1995 to 4.10% in 1996.  The increase in net 
interest income was partially offset by an increase in the provision for loan 
losses of $3.3 million.

NET INTEREST INCOME
Net interest income, the principal source of earnings, is the difference between
the interest income generated by earning assets and the total cost of the 
liabilities obtained to fund the earning assets. Net interest income in 1997 was
$76.6 million as compared $70.1 million and $60.9 million in the prior two 
years.
The Company's net yield on interest-earning assets (net interest income as a 
percent of average earning assets) increased from 3.93% in 1995 to 4.10% in 1996
and decreased slightly to 4.08% in 1997.  A flat yield curve and stiff 
competition for deposits contributed to the lower net yield on earning assets in
1995.  As a result of the Company's growth in earning assets, the Company 
employed a strategy to run deposit specials at rates higher than it would 
normally pay on deposits with comparable length maturities.  These specials were
run early in the year and by the end of 1995 most of these specials had matured 
with the deposits retained at more normal rates.  This resulted in the increase 
in the net yield on earning assets to 4.10% in 1996.  In addition, the Company 
decided to fund some of its loan growth with more non-traditional funding 
sources.  The Company increased its borrowings from the Federal Home Loan Bank 
in 1996, started making more use of brokered deposits and increased its use of 
other short-term borrowing sources such as federal funds purchased and 
securities sold under agreement to repurchase.  In addition, the Company 
securitized $56 million in credit card receivables during the 1996.
The Federal Reserve increased short-term rates in the first quarter of 1997, 
which resulted in an increase in the Company's cost of funds.  The Company was 
unable to increase the yield on its earning assets at the same rate, so 
therefore, there was a slight decline in the net yield on earning assets.
The impact of these strategies can be seen in the table shown on following page.
The tables attribute changes in net interest income either to changes in average
balances or to changes in average rates for earning assets and interest-bearing 
liabilities. The change in interest due jointly to volume and rate has been 
allocated to volume and rate in proportion to the relationship of the absolute 
dollar amount of change in each.
							                             1997/96	              	1996/95
				                        	-----------------------	----------------------
				                           		  Amounts			               Amounts
	                           					Attributable	          	Attributable
						                          to Changes in	          	to Changes in
				                       	------------------------ -----------------------
								                                     Total			                    Total
					                        Volume    Rate  Change    Volume    Rate    Change
                       					-------  ------- ------   -------   ------   ------
<TABLE>
<S>                         <C>      <C>     <C>      <C>      <C>       <C>
Interest and fees on loans 	$ 6,608  $  182  $ 6,790  $13,628  $(1,894)  $11,734
Interest on taxable
  investment securities		     4,452   2,526    6,978      305      450	      755
Interest on state
  and municipal obligations	   (129)	    27	    (102)    (132)	      5	     (127)
Equity securities        			    910  	 (570)     340      274	      55	      329
Interest on mortgages 
  held for sale			             (337) 	   58	    (279)   1,005	    (265) 	    740
Interest on short-term 
  investments			                (34)	   (23)     (57)    (729)   	(200) 	   (929)
					                       -------	  -----   ------   ------   ------   ------
Total interest income		      11,470  	2,200	  13,670   14,351   (1,849) 	 12,502
					                       -------  	-----  	------   ------   ------   ------
Interest on deposits:
Interest-bearing demand	   	  1,448	   (153)   1,295      329	    (347) 	    (18)
Savings deposits			             163	     61	     224      111	     (46) 	     65
Other time deposits		         2,662	    705	   3,367    2,268   (2,156) 	    112
Interest on federal 
  funds purchased			          2,006	     90	   2,096      782	     (41) 	    741
Interest on short-term
 borrowings				                 770	    218  	   988    2,194    	(429) 	  1,765
Interest on long-term debt	    (933)	   153	    (780)     891	    (271) 	    620
					                       -------   -----    -----    -----    ------    -----
Total interest expense		      6,116	  1,074	   7,190    6,575   (3,290) 	  3,285
					                       -------   -----    -----    -----    ------    -----
Net interest income		       $ 5,354  $1,126	 $ 6,480  $ 7,776   $ 1,441  $ 9,217
					                       =======   =====    =====   ======    ======   ======
</TABLE>
				


Nonaccruing loans have been included in average total loans.  Loan fees on new 
loans have been included in interest income, but the amounts of such fees are 
not considered material to total interest income.  Tax-exempt interest is not on
a tax-equivalent basis. The change due to rates in 1997/96 is positive despite 
the small decline in the net yield on interest earning assets due to the 
increase in net interest earning assets (i.e. interest yielding assets less 
interest bearing liabilities).

NONINTEREST INCOME
Noninterest income continues to be a significant source of revenues.  Management
has stressed the importance of growth of noninterest income to enhance the 
Company's profitability.  As a percentage of net revenues (net interest income 
plus noninterest income), noninterest income was 41%, 39%, and 36% during 1997, 
1996 and 1995, respectively.  The following table shows the breakdown of 
noninterest income and the percentage changes. 
									                                           	Percent Increase
										                                              (Decrease)
										                                           -----------------
				                          1997		  1996		   1995		1997/96 	1996/95
			                        	-------	-------	--------	--------	--------
<TABLE>
<S>                         <C>     <C>     <C>        <C>     <C>
Credit card			              $13,047	$10,591	$  4,965	  23.2%	  113.3%
Computer services	 	          8,904	  8,491	   8,147	   4.9	     4.2	
Other service charges 
  and fees			                 7,829	  6,217	   5,293	  25.9	    17.5
Trust services		              6,469	  5,840	   5,272	  10.8	    10.8
Service charges on 
  deposits			                 5,562	  5,231	   4,893	   6.3	     6.9	
Mortgage banking		            5,425	  4,868	   3,571	  11.4	    36.3	
Gains on securities sales     4,861	  1,672	     581	 190.7	   187.8	
Other income		                1,742	  1,120	   1,128	  55.5	     (.7)
				                        -------	-------	-------	
Total noninterest income    $53,839	$44,030	$33,850	   22.3	    30.1
				                        =======	=======	=======	
</TABLE>
<PAGE>					

Noninterest income increased $9,809,000 or 22.2% in 1997 from 1996.  If 
securities gains of $4,861,000 and $1,672,000 in 1997 and 1996, respectively, 
were excluded, noninterest income would have been $49.0 million in 1997 compared
to $42.4 million in 1996, a 15.6% increase.  These securities gains were 
primarily the result of selling certain positions held in the Company's Global 
Fund.  Credit card income increased $2.5 million due to increased credit card 
activity, particularly interchange and merchant income, due to an increased card
holder base.  Discount brokerage fee income and bond investment fees on bonds 
sold by the National Bank of Commerce are primarily responsible for a 25.9% 
increase in other service charges and fees. Trust services fees increased 10.8% 
due primarily to an increase in activity and an increase in the value of assets 
being managed.  Mortgage banking revenues increased due to an increase in 
servicing income, origination fees and underwriting fee income, all due to an 
increase in activity. Other income increased primarily due to gains on the sale 
of mortgages held for sale and profit sharing payments received on some other 
real estate owned (which had been previously sold) based on the earnings being 
generated off of the real estate.

The increase in noninterest income in 1996 from 1995 can be primarily attributed
to an increase in activity.  Credit card income increased $5,626,000 due to an 
increase in merchant discount income, combined with an increase in interchange 
income from the joint venture initiated in 1995 with a large catalog sales 
organization (Cabela's) to issue a co-branded credit card to its customer base. 
The increase in other service charges and fees can be primarily related to a 
volume increase in discount brokerage sales which resulted in an increase in fee
income and fee income from sales of bonds to correspondent banks. Trust services
income increased due to an increase in activity and managed assets.  Mortgage 
banking revenues increased due to an increase in servicing income, origination 
fees and underwriting fee income, all due to an increase in activity.  Gains on 
securities sales are attributable to sales of equity securities out of the 
Company's Global fund.

Noninterest Expense
The emphasis on growth in fee-based services income requires significant 
investments in staff, training and technology.  The following table shows the 
breakdown of noninterest expense and the percentage change for 1997, 1996 and 
1995.
									                                      	Percent Increase
										                                         (Decrease)
								                                          ----------------
				                        1997  		1996	 	1995	 	1997/96	1996/95
                     				--------	------	 ------ 	------- 	-------
<TABLE>
Salaries and 
 <S>                      <C>     <C>     <C>       <C>   <C>
 employee benefits	       $39,475	$35,808	$33,101	  10.2%	  8.2%
Credit card fees		          7,921	  7,055	  3,751	  12.3	  88.1
Equipment expense		         5,538	  5,523	  4,770	    .3	  15.8	
Net occupancy expense	      4,496	  3,980	  3,815	  13.0	   4.3	
Communications		            4,221	  4,159	  3,647	   1.5	  14.0	
Fees and insurance	         3,802	  3,770	  5,117	    .8	 (26.3)
Business development	       3,695	  3,990	  2,649	  (7.4)	 50.6	
Supplies			                 2,539	  2,404	  2,395	   5.6	    .4	
Amortization of mortgage
  servicing rights	         2,067	  1,537	    747	  34.5 	105.8	
Other expenses		            7,349	  5,686	  4,401	  29.2	  29.2
				                      -------	-------	-------	
Total noninterest 
  expense			              $81,103	$73,912	$64,393	   9.7	  14.8
			                      	=======	=======	========	
Efficiency ratio (1)	       63.1%   64.5%    67.8%	
Average number of full-time 
 equivalent employees	     1,108  	 1,035 	  1,015	
Personnel expense per
 employee (in dollars  )	$35,627	 $34,597 	$32,612		
</TABLE>
(1) Computed as noninterest expense (excluding net cost of real estate owned, 
minority interest and goodwill amortization) divided by the sum of net interest 
income and noninterest income (excluding securities gains (losses)).

Noninterest expenses were $81,103,000 in 1997 compared to $73,912,000 in 1996.  
Salaries and employee benefits increased $3.7 million or 10.2% generally due to 
increases in the levels of pay and the number of employees. Credit card 
processing fees increased $866,000 due to increased activity and an increase in 
Cabela's bucks expense (points earned from using the Cabela's credit card that 
can be redeemed for merchandise at Cabela's). Net occupancy expense increased 
13.0% generally due to building new and remodeling existing facilities.  The 
increase in amortization of mortgage servicing rights is due to the adoption of 
Statement of Financial Accounting Standards No. 122 in 1995, and the related 
costs being capitalized and amortized over the the life of the related servicing
income.  The largest components in the increase in other expenses are increases 
in minority interest expense because of the Cabela's joint venture of $696,000, 
additional consulting expenses of $603,000 and increased travel expenses of 
$600,000 primarily relating to the Company's computer service company.
<PAGE>
Noninterest expenses were $73.9 million in 1996 as compared to $64.4 million in 
1995.  Salaries and employee benefits increased $2.7 million or 8.2% due 
primarily to increases in the level of pay, combined with an increase in the 
number of employees.  The increase in equipment expense was due primarily to a 
write-down taken during the year on computer equipment which will have to be 
upgraded during 1997 to handle software upgrades.  The decrease in fees and 
insurance is due to a decrease in FDIC fees of $1.5 million.  Communications 
expense increased 14% due to First Commerce Technologies now doing processing 
for several Florida banks, combined with an increase in postage costs related to
the Cabela's joint-venture started in 1995.  Business development costs 
increased over $1.3 million.   A contribution to the NBC Foundation during 1996 
accounted for $463,000 of this increase.  Credit card advertising costs in both 
the National Bank of Commerce and the Cabela's joint-venture accounted for the 
balance of the increase.  The increase in other expenses is due primarily to an 
increase in travel costs of $200,000 and an increase in minority interest 
expense because of the Cabela's joint-venture of $764,000.

INCOME TAXES
The provision for income taxes was $14,428,000 in 1997, $11,629,000 in 1996 and 
$9,431,000 in 1995.  The changes from year to year can be primarily attributed 
to the increase in income before income taxes.

IMPACT OF INFLATION
The assets and liabilities of a financial institution are primarily monetary in 
nature.  As such, future changes in prices do not affect the obligations to pay 
or receive fixed and determinable amounts of money.  During periods of 
inflation, monetary assets lose value in terms of purchasing power while 
monetary liabilities have corresponding purchasing power gains.  Since banks 
generally have an excess of monetary assets over monetary liabilities, inflation
will, in theory, cause a loss of purchasing power in the value of shareholders' 
equity.  However, the concept of purchasing power is not an adequate indicator 
of the effect of inflation on banks because it does not take into account 
changes in interest rates, which are a more important determinant of bank 
earnings.  Other sections of the Management's Discussion and Analysis discuss 
how the Company monitors the effect of changing interest rates on the Company's 
earnings.

Noninterest related expenses are also influenced by the current rate of 
inflation since they represent the Company's purchase of goods and services from
others.  It is difficult to assess the true effect of inflation on the Company. 
The Company believes, however, that based on past history, it has and will 
continue to react to minimize any adverse effects of inflation.

TRENDS AND UNCERTAINTIES
ECONOMY.  The projected outlook for the Nebraska economy over the next couple of
years is for growth in employment (2.0% growth), personal income (6.2% annual 
growth), and retail sales (5.5% growth).  Construction activity has been solid, 
while  retail sales growth has been favorable. The manufacturing base in the 
state continues to operate at expanding levels.  Motor vehicle and farm 
equipment sales have been strong.  The state's fiscal position is favorable from
the standpoint of the amount of excess tax receipts being received over budgeted
expenditures.  The U. S. economy should realize moderate growth as the Federal 
Reserve Board attempts to maintain balance between growth and inflation, but the
financial weakness in Asian countries may have a depressing influence on the U. 
S. economy.  Agricultural exports may be reduced due to the Asian economic 
uncertainties.

The financial results of the 1997 Nebraska farm sector have been mixed. Crop 
prices are much lower relative to last year, and crop yields were average.  
Cattle feeders realized improved profitability in the early part of the year, 
while losses were incurred in the last half of the year.  Ranch operations have 
been reflecting profits (reduced herd inventories). Agricultural real estate 
values have risen.  Personal bankruptcy filings have stabilized but remain at 
historically high levels.

ENVIRONMENTAL.  Many environmental issues are being discussed on the national 
and local level. In Nebraska, water is used to irrigate nearly six million acres
of semi-arid cropland. The state is now discussing issues relating to domestic, 
agricultural, and environmental uses of water.  Legislation has been implemented
to recognize the inter-relationship between ground and surface water. 
Discussions and regulations have also focused on water quality, moratoriums on 
new irrigation wells and preserving wildlife habitat. These discussions may 
ultimately have an impact on the agricultural practices.
<PAGE>
EXPANSION ACTIVITIES.  The Company is making efforts to expand activities and to
grow in order to increase net income.  The Company has the capacity to expand 
its computer processing business and continues to pursue and obtain additional 
customers.  The Company has obtained additional data processing business from 
banks, and the acquisition of additional data processing centers is possible.   
The Company has actively attempted to increase its mortgage banking and mortgage
servicing business and is considering possible geographic expansion. The Company
may also attempt to acquire servicing from other servicing companies in the 
future.  The Western Nebraska National Bank's loan production office in 
Valentine will be converting to a full service bank (new bank charter pending 
regulatory approval) in order to provide complete banking services to the 
growing client base.  The National Bank of Commerce and Cabela's, a catalog 
sales company, created a joint company in 1995 for the purpose of issuing a "co-
branded" credit card.  This joint company has been successful in obtaining 
72,000 active accounts from Cabela's clients.  In 1998, they will continue to 
solicit new cardholders.  The Company expects to make further acquisitions in 
the future although there are no identified opportunities at this time.  In 
1997, subsidiary banks opened loan/deposit production offices in Kansas, 
Colorado and two in Nebraska.  These offices are attracting new customers and 
allowing the company to expand geographically.  The Company has minority 
ownership interests in six early stage venture capital companies.  One of these 
companies successfully completed an initial public stock offering in 1997.  The 
Company will continue to explore venture capital investment opportunities.

YEAR 2000.  A significant technological issue impacting all companies worldwide 
is the need to modify their computer information systems to properly process 
transactions relating to the year 2000 and beyond.  The Company has implemented 
a formal program to review its software programs and other time sensitive 
systems for year 2000 compliance.  The Company expects to incur internal staff 
costs as well as consulting and other expenses related to the execution of the 
implementation plan.  A portion of these expenses may be incorporated in the 
cost of normal software upgrades and involve the redeployment of existing 
information technology resources.  Presently, management has not yet completely 
determined the year 2000 implementation costs, but they are not expected to have
a material financial impact on the Company.  It is the Company's intent to have 
all critical programs updated and tested for year 2000 compliance by December 
31, 1998.  Progress is reported to the Board of Directors at least quarterly.

REGULATORY.  During 1992 the FDIC (Federal Deposit Insurance Corporation) 
implemented a new risk-based assessment system where each insured depository 
institution pays an assessment rate based on the combination of its capital and 
supervisory condition.  The FDIC Board intends to review the rate schedules 
every six months to ensure that the assigned rates are consistent with economic 
conditions and allow the funds to maintain the statutory-mandated 1.25 percent 
reserve ratio.  All of the Company's subsidiary banks presently meet the 
conditions required under the new system to pay the lowest possible rate.  The 
banking industry has been assessed a portion of the FICO bond debt service 
costs.  The plethora of recent bank regulations has resulted in the employment 
of greater company resources to ensure regulatory compliance.  Risk-based 
capital guidelines established by regulatory agencies set minimum capital 
standards based on the level of risk associated with a financial institution's 
assets.  As of December 31, 1997, the Company and all of its bank subsidiaries 
exceed the minimum capital requirements as mandated by regulatory agencies (See 
Footnote O).

STOCK REPURCHASE PROGRAM.  During 1994, the Board of Directors announced its 
intentions of purchasing shares of its common stock when appropriate and at a 
price management believes advantageous to the Company.  During 1997, the Company
acquired 15,000 shares of its Class A stock and 1,700 shares of its Class B 
stock at an average price of $21.50.  All outstanding treasury stock was retired
as of December 31, 1997.

FORWARD LOOKING INFORMATION
When used or incorporated by reference in disclosure documents, the words 
"anticipate," "estimate," "expect," "project," "target," "goal," and similar 
expressions are intended to identify forward-looking statements within the 
meaning of Section 27A of the Securities Act of 1933.  Such forward-looking 
statements are subject to certain risks, uncertainties and assumptions.  Should 
one or more of these risks or uncertainties materialize, or should underlying 
assumptions prove incorrect, actual results may vary materially from those 
anticipated, estimated, expected or projected.  These forward-looking statements
speak only as of the date of the document.  The Company expressly disclaims any 
obligation or undertaking to publicly release any updates or revisions to any 
forward-looking statement contained herein to reflect any change in the 
Company's expectation with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

SENIOR OFFICERS	

*	James Stuart Jr.
 	Chairman and Chief Executive Officer
*	Stuart Bartruff
	 Executive Vice President and Secretary
*	Brad Korell
	 Executive Vice President
*	Mark Hansen
	 Senior Vice President
	 Thomas L. Alexander
 	Senior Vice President, Human Resources
	 Joan Cromwell
 	Senior Vice President and Senior Auditor
	 Donald D. Kinley
	 Vice President and Treasurer
	 Karen Kuhn
	 Vice President, Marketing
	 James R. Richardson
	 Vice President and Loan Services Manager
	* Executive Officer


DIRECTORS

	David Calhoun
	 Chairman and Chief Executive Officer
	 Jacob North Printing
	Connie Lapaseotes
	 Lapaseotes, Ltd. 
	 Cattle Feeding, Ranching and Farming
	John G. Lowe, III
	 Owner, Lowe Investment Co.
	 Investment Firm
	John C. Osborne
	 President, Industrial Irrigation Services
	Richard C. Schmoker
	 Attorney and Partner, Faegre & Benson
	William C. Schmoker
	 Assistant Vice President
	 Norwest Investment Management, Inc

	Kenneth W. Staab
	 Staab Restaurant Management
	James Stuart
	 Chairman, Stuart Management Co. 
	 Managing of Outdoor Advertising Companies
	James Stuart, Jr.
	 Chairman and Chief Executive Officer
	 First Commerce Bancshares, Inc.
	James Stuart, III
	 Chairman and Chief Executive Officer
	 First Commerce Investors, Inc.
	Scott Stuart
	 Managing Partner
	 KJS, LLC, Outdoor Advertising

	Advisory Director
	Harold Wimmer


		SUBSIDIARY SENIOR OFFICERS


Brad Korell, President
 National Bank of Commerce
 Lincoln, Nebraska

Patric J. Jerge, President
 First Commerce Technologies
 Lincoln, Nebraska

Douglas G. Alford, President
 First Commerce Mortgage Company
 Lincoln, Nebraska

Robert Morris, President 
 and Chief Executive Officer
 City National Bank
 Hastings, Nebraska

Larry L. Jepson, Chairman 
 and Chief Executive Officer
John Cannon, President
 First National Bank
 Kearney, Nebraska

Rick Harbaugh, President 
 and Chief Executive Officer
 The Overland National Bank
 Grand Island, Nebraska

Kenneth W. Foster, Chairman
Mark Jepson, President 
 and Chief Executive Officer
 First National Bank
 McCook, Nebraska

Mary C. Gerdes, President and
 Chief Executive Officer
 Western Nebraska National Bank
 North Platte - Alliance - Bridgeport, Nebraska

Allan McClure, President 
 and Chief Executive Officer
 First National Bank
 West Point, Nebraska

James Stuart, III, Chairman
 and Chief Executive Officer
H. Cameron Hinds, President
 First Commerce Investors
 Lincoln, Nebraska

CORPORATE FACTS


Corporate Office:
	NBC Center
	1248 O Street
	Lincoln, NE 68508
	Telephone:  (402) 434-4110
	Fax: (402) 434-4181
	E-mail Address:  fcbi@navix.net
	Website:  www.fcbi.com


Transfer Agent:
	Chemical Mellon Shareholder Services
	Mellon Bank, N.A.
	P. O. Box 444
	Pittsburgh, PA 15230
	Telephone:  (412) 236-8173
	Website:  www.chasemellon.com


Stock:
	The Company's common stock is traded 
	on the over-the-counter market. Quotations 
	are furnished by NASDAQ Symbol FCBIA 
	and FCBIB.


Form 10-K Available:
	A copy of the Company's Annual Report on
	Form 10-K for the year ended December 31, 
	1997, as filed with the Securities and 
	Exchange Commission may be obtained 
	without charge by any shareholder requesting
	it in writing. Please direct your request
	to Donald Kinley, Vice President and
	Treasurer, at the Corporate office.


Annual Shareholders Meeting:
	April 21, 1998
	Country Club of Lincoln
	Lincoln, Nebraska


Dividend Reinvestment Plan:
	The Company offers a dividend reinvestment
	plan as a convenient method of investing cash
	dividends paid and to make optional cash 
	contributions in additional shares of Class B
	non-voting stock. For information on enrolling,
	contact the plan administrator at the following
	address:  	
		ATTN.: Dividend Reinvestment
		Plan Administration
		Mellon Bank, N.A.
		P.O. Box 750
		Pittsburgh, PA 15230