<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D.C.  20549



    [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the Quarterly Period Ended June 30, 1997, or



    [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the transition period from______to___________.


                          Commission file number 03502



                        First National of Nebraska, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


 
 
               Nebraska                                  47-0523079
------------------------------------------      --------------------------- 
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)
 
 
 
   One First National Center  Omaha, NE                    68102
------------------------------------------      ---------------------------
 (Address of principal executive offices)               (Zip Code)
 
 
Registrant's telephone number, including area code       (402) 341-0500
                                                     --------------------
 
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X    No     .
                                       -----    -----        



As of August 4, 1997, the number of outstanding shares of the registrant's
common stock ($5.00 par value) was 335,000.
<PAGE>
 
Part I. Item 1.  Financial Statements

                        FIRST NATIONAL OF NEBRASKA, INC.
                 Consolidated Statements of Financial Condition
                                  (Unaudited)
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------
Assets                                            June 30,         December 31,
                                                   1997                1996
--------------------------------------------------------------------------------
                                                       (In Thousands)
<S>                                             <C>                 <C>   
Cash and due from banks                         $    374,865        $    397,886
Federal funds sold and other short-term 
 investments                                         344,825             277,028
--------------------------------------------------------------------------------
          Total cash and cash equivalents            719,690             674,914
 
Securities available-for-sale (amortized 
 cost $305,396,000 and $255,653,000)                 306,566             256,919
Securities held-to-maturity (fair value 
 $741,527,000 and $650,897,000)                      741,405             649,799
 
Loans                                              5,074,366           5,107,041
     Less:  Allowance for loan losses                117,517             104,812
            Unearned income                           12,961              11,494
--------------------------------------------------------------------------------
          Net loans                                4,943,888           4,990,735
 
Premises and equipment, net                          114,597             111,700
Other assets                                         280,581             227,990
--------------------------------------------------------------------------------
          Total assets                          $  7,106,727        $  6,912,057
================================================================================
</TABLE> 
 
<TABLE> 
<CAPTION> 
 
Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
<S>  <C>                                      <C>                 <C>  
Deposits:
     Noninterest-bearing                        $    733,230        $    721,448
     Interest-bearing                              5,264,458           5,114,721
--------------------------------------------------------------------------------
          Total deposits                           5,997,688           5,836,169
 
Federal funds purchased and securities sold 
 under repurchase agreements                         151,477             146,015
Commercial paper and commercial paper based 
 borrowings                                          260,981             273,298
Other liabilities                                     74,323              64,733
Long-term debt and other interest-bearing 
 obligations                                          56,538               7,260
Capital notes                                         94,647              96,616
--------------------------------------------------------------------------------
           Total liabilities                       6,635,654           6,424,091
 
Stockholders' equity:
     Common stock, $5 par value, 346,767 shares 
       authorized, 335,000 and 346,767 shares    
       issued and outstanding, respectively            1,675               1,734
     Additional paid-in capital                        2,515               2,604
     Retained earnings                               466,135             482,819
     Net unrealized appreciation on available-
       for-sale securities, net of tax                   748                 809
--------------------------------------------------------------------------------
          Total stockholders' equity                 471,073             487,966
--------------------------------------------------------------------------------
          Total liabilities and  stockholders' 
            equity                              $  7,106,727        $  6,912,057
================================================================================
</TABLE> 
 
See notes to consolidated financial statements.

                                       2
<PAGE>
 
                        FIRST NATIONAL OF NEBRASKA, INC.
                       Consolidated Statements of Income
                                  (Unaudited)
<TABLE>
<CAPTION>
 
----------------------------------------------------------------------------------------------
                                           Quarter Ended June 30,    Six Months Ended June 30,
                                             1997         1996          1997           1996
----------------------------------------------------------------------------------------------
                                             (In Thousands, Except Share and Per Share Data)
Interest income:
<S>                                        <C>           <C>         <C>              <C>
     Interest and fees on loans and     
      lease financing                       $185,063     $164,583       $367,442      $327,889
     Interest on securities:
          Taxable interest income             15,643       13,020         29,177        25,525
          Nontaxable interest income             246          275            507           557
     Interest on federal funds sold and 
          other short-term investments         2,039        3,286          5,201         7,015
----------------------------------------------------------------------------------------------
              Total interest income          202,991      181,164        402,327       360,986
----------------------------------------------------------------------------------------------
Interest expense:
     Interest on deposits                     70,104       60,448        138,151       122,902
     Interest on commercial paper and
          commercial paper based borrowings    3,907        3,934          7,767         8,161
     Interest on federal funds purchased
          and U.S. Treasury notes              1,986        1,363          3,544         2,451
     Interest on long-term debt, other
          obligations and capital notes        2,026        2,077          4,025         4,126
----------------------------------------------------------------------------------------------
               Total interest expense         78,023       67,822        153,487       137,640
----------------------------------------------------------------------------------------------
Net interest income                          124,968      113,342        248,840       223,346
Provision for loan losses                     47,309       38,776         96,892        76,973
----------------------------------------------------------------------------------------------
Net interest income after provision for 
 loan losses                                  77,659       74,566        151,948       146,373
Noninterest income:
     Processing services                      30,948       25,667         54,910        48,080
     Deposit services                          5,917        4,620         11,427         8,758
     Trust and investment services             4,896        4,177          9,863         8,152
     Commissions                               2,329        1,558          8,811         7,525
     Miscellaneous                             8,064        8,221         15,789        13,734
----------------------------------------------------------------------------------------------
               Total noninterest income       52,154       44,243        100,800        86,249
----------------------------------------------------------------------------------------------
Income before other operating expense        129,813      118,809        252,748       232,622
 
Noninterest expense:
     Salaries and employee benefits           37,453       33,453         76,218        68,489
     Communications and supplies              13,264       13,681         27,838        32,357
     Loan services purchased                   8,734        7,629         16,669        15,267
     Purchased processing                      5,670        4,424         10,958         9,734
     Net occupancy expense of premises         4,878        5,218         10,633        10,383
     Equipment rentals, depreciation    
      and maintenance                          7,213        6,270         14,263        12,634
     Other professional services purchased    12,166       11,940         23,247        22,233
     Miscellaneous                             7,988        7,301         15,137        13,309
----------------------------------------------------------------------------------------------
               Total noninterest expense      97,366       89,916        194,963       184,406
----------------------------------------------------------------------------------------------
Income before income taxes                    32,447       28,893         57,785        48,216
 
Income tax expense/(benefit):
     Current                                  12,958       14,060         25,707        25,121
     Deferred                                   (352)      (2,869)        (2,232)       (6,205)
----------------------------------------------------------------------------------------------
               Total income tax expense       12,606       11,191         23,475        18,916
----------------------------------------------------------------------------------------------
Net income                                  $ 19,841     $ 17,702       $ 34,310      $ 29,300
==============================================================================================
Average number of common shares outstanding  346,250      346,767        346,507       346,767
==============================================================================================
Net income per common share                   $57.30       $51.05         $99.02        $84.49
==============================================================================================
Cash dividends declared per common share      $16.88       $16.88         $25.32        $28.78
==============================================================================================
</TABLE> 
 
See notes to consolidated financial statements.

                                       3
<PAGE>
 
                        FIRST NATIONAL OF NEBRASKA, INC.
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                     Six Months Ended June 30,
                                                           1997         1996
--------------------------------------------------------------------------------
                                                          (In Thousands)
<S>                                                      <C>         <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                             $  34,310   $  29,300
     Adjustments to reconcile net income to net 
     cash flows from operating activities:
         Provision for loan losses                          96,892      76,973
         Depreciation and amortization                      19,500      17,842
         Provision for deferred taxes                       (2,232)     (6,205)
         Origination of loans for resale                   (18,547)    (20,898)
         Proceeds from the sale of loans                    14,580      20,407
         Other asset and liability activity, net               326         376
--------------------------------------------------------------------------------
  Net cash flows from operating activities                 144,829     117,795

CASH FLOWS FROM INVESTING ACTIVITIES
         Acquisitions, net of cash received  (1)         $      --   $     395
         Maturities and sales of securities 
           available-for-sale                               81,530       1,040
         Purchases of securities available-for-sale       (135,268)   (137,267)
         Maturities of securities held-to-maturity          87,129     114,916
         Purchases of securities held-to-maturity         (175,753)   (120,064)
         Net change in loans                              (220,722)   (122,749)
         Purchases of premises and equipment, net          (14,157)    (19,052)
         Securitization and sale of loans                  420,330          --
         Purchase of loan portfolio                       (291,460)         --
         Other, net                                          1,223         226
--------------------------------------------------------------------------------
  Net cash flows from investing activities                (247,148)   (282,555)
 
CASH FLOWS FROM FINANCING ACTIVITIES
         Net change in customer deposits                 $ 161,519   $ (54,782)
         Net change in federal funds purchased               5,462       7,217
         Issuance of debt and capital notes                 75,062      27,074
         Principal repayments of debt and capital notes    (27,753)    (24,172)
         Net change in commercial paper and commercial 
           paper based borrowings                          (16,054)    (33,872)
         Repurchase of common stock                        (42,361)         --
         Cash dividends paid                                (8,780)     (9,980)
--------------------------------------------------------------------------------
  Net cash flows from financing activities                 147,095     (88,515)
--------------------------------------------------------------------------------
Net change in cash and cash equivalents                     44,776    (253,275)
 
Cash and cash equivalents at beginning of period           674,914     618,636
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period               $ 719,690   $ 365,361
================================================================================
Cash paid during the year for:
  Interest                                               $ 149,847   $ 139,940
  Income taxes                                           $  22,110   $  23,076
================================================================================
 
NON-CASH INVESTING AND FINANCING ACTIVITIES
         Increase to assets and liabilities from 
           business acquisitions                         $      --   $     723
================================================================================
</TABLE>

See notes to consolidated financial statements.

(1)  In business combinations during 1996, the Company assumed liabilities of
$103,000 and non-cash assets of $431,000.

                                       4
<PAGE>
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 June 30, 1997


Note A:  Basis of Presentation

The accompanying unaudited consolidated financial statements of First National
of Nebraska, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete consolidated
financial statements.  For purposes of comparability, certain prior period
amounts have been reclassified.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the financial statements have
been included.  Operating results for the six months ended June 30, 1997, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1997.  The notes to the consolidated financial statements
contained in the Annual Report on Form 10-K for the year ended December 31, 1996
should be read in conjunction with these consolidated financial statements.


Note B:  Earnings per Common Share

Net income per share is calculated by dividing net income by the average number
of common shares outstanding during the period.


Note C:  New Accounting Pronouncements

The Financial Accounting Standards Board(FASB) recently issued SFAS No. 130,
Reporting Comprehensive Income, which is effective for fiscal years beginning
after December 15, 1997.  This statement establishes standards for reporting and
display of comprehensive income and its components.  Comprehensive income is
defined as the change in equity of a business enterprise during a period from
transactions and other events or circumstances from nonowner sources.  The
Company expects to adopt these reporting requirements in the first quarter of
1998.

The FASB also recently issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, which is effective for financial statements
for periods beginning after December 15, 1997.  This statement establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders.  It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers.  This statement supersedes FASB No. 14, Financial Reporting for
Segments of a Business Enterprise, but retains the requirement to report
information about major customers.  The Company expects to adopt these
disclosure requirements for the annual reporting period ended December 31, 1998.

Part I.  Item 2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

General
-------

The Company consists of the parent company, which is a Nebraska-based interstate
bank holding company, and its consolidated subsidiaries.  Its principal
subsidiaries include First National Bank of Omaha and its wholly-owned
subsidiaries (the "Bank"); First National Bank and Trust Company of Columbus;
First National Bank, North Platte; Platte Valley State Bank and Trust Company,
Kearney; The Fremont National Bank and Trust Company; First National Bank of
Kansas, Overland Park, Kansas; First National Bank South Dakota, Yankton, South
Dakota; and First National of Colorado, Inc., and its wholly-owned Colorado
banking subsidiaries:  First National Bank, Fort Collins; Union Colony Bank,
Greeley; and The Bank of Boulder.  The Company and First National of Colorado,
Inc. also have nonbanking subsidiaries, which in the aggregate are not material.

                                       5
<PAGE>
 
In addition to its position as a regional bank holding company, First National
of Nebraska, Inc. was one of the originators of the bank credit card industry
and has over 40 years' experience in this line of business.  Through a banking
subsidiary, the Company conducts a significant consumer credit card service
under license arrangements with VISA USA and MasterCard International, Inc.  The
Company's credit card customers are located throughout the United States, but
primarily in the Midwest.  At December 31, 1996, the Company ranked among the
top 25 card issuing entities based on the amount of managed credit card loans
outstanding.  The Company originates new credit card accounts for itself and its
affiliates.  In addition, the Company purchased a $267 million credit card
portfolio on June 6, 1997.  The Company performs credit card servicing
activities on behalf of its subsidiary banks including data processing, payment
processing, statement rendering, marketing, customer service, credit
administration and card embossing.  The Company primarily funds its credit card
loans through the core deposits of its subsidiary banks.

Competitors of the Company include other commercial banks, savings and loan
associations, consumer and commercial finance companies, credit unions and other
financial services companies.  The Company's credit card operation competes with
other issuers of credit cards ranging from other national issuers of bank cards
to local retailers which provide their own credit cards.

The Company continues to make substantial investments in data processing
technology for both its own data processing needs and to provide various data
processing services for unaffiliated parties.  The services provided include
automated clearinghouse transactions, merchant credit card processing, and check
processing.  The Company ranks as one of the  larger merchant credit card
processors in the United States with over $15 billion processed in 1996 and $13
billion processed in 1995.  It also ranked among the 25 largest automated
clearinghouse processors in the country during 1996 and is one of the largest
check processors in its market area.  Furthermore, the Company provides data
processing services to over 45 non-affiliated banks located in ten states.  Fee
income continues to increase through the ongoing expansion of these services.
The Company continues to closely monitor the risks and competitive conditions as
they relate to pricing and technological issues associated with these processing
services.

Management's discussion and analysis contains forward looking statements which
reflect management's current views and estimates of future economic
circumstances, industry conditions, company performance and the financial
results.  The statements are based on many assumptions and factors, including
general economic conditions, consumer behavior, competitive environment and
related market conditions, operating efficiencies, and actions of governments.
Any changes in such assumptions or factors could produce significantly different
results.



Results of Operations
---------------------

Overview:
Net income for the quarter ending June 30, 1997 was $19.8 million, or $57.30 per
common share, increasing 12.1% from $17.7 million, or $51.05 per common share
for the same period in 1996.  Net income for the six months ending June 30, 1997
was $34.3 million, or $99.02 per common share, increasing 17.1% from $29.3
million, or $84.49 per common share for the same period in 1996.  In spite of an
increase in the provision for loan losses, earnings remain strong due to
continued growth in net interest income and noninterest income which continues
to surpass the increase in operating expenses.

Net interest income:
The Company's primary source of income is net interest income which is defined
as the difference between interest income and fees derived from earning assets
and interest expense on interest-bearing liabilities.  Interest income and
expense are affected by changes in the volume and mix of interest-earning assets
and interest-bearing liabilities, in addition to changes in interest rates.

For the quarter ended June 30, 1997, net interest income increased $11.6 million
or 10.3% to $124.9 million compared to $113.3 million for the same period in
1996.  For the six months ended June 30, 1997, net interest income increased
$25.5 million or 11.4% to $248.8 million compared to $223.3 million for the same
period in 1996.  This increase is primarily attributable to increased earning
assets net of an increase in the volume of interest-bearing liabilities and
decreases in the related yields.  The favorable trend of increased net interest
income corresponds to the Company's strong loan growth and to its successful
asset and liability management strategies.


Provision for loan losses:
The Company evaluates the adequacy of its allowance for loan losses on a monthly
basis.  This review of the adequacy of the allowance for loan losses is based
upon a review of collateral values, delinquencies, nonaccruals, payment
histories and various other analytical and subjective measures relating to the
various loan portfolios within the Company.

                                       6
<PAGE>
 
For the quarter ended June 30, 1997, the provision for loan losses increased
$8.5 million or 22.0% to $47.3 million compared to $38.8 million for the same
period in 1996.  For the six months ended June 30, 1997, the provision for loan
losses increased $19.9 million or 25.9% to $96.9 million compared to $77.0
million for the same period in 1996.  The increase in the provision for loan
losses relates to higher net charge-offs, growth in the loan portfolio, and
strengthening of the loan loss allowance for potential future losses.  The
increase in net charge-offs is primarily attributable to the significant rise in
delinquencies on credit card loans which is being experienced throughout the
credit card industry due to increased consumer debt levels and other factors.
The increase is further augmented by the large volume of credit card and other
consumer loans originated in earlier years which continue to mature and
contribute to higher credit loss experience.

Noninterest income:
For the quarter ended June 30, 1997, noninterest income increased $7.9 million
or 17.9% to $52.2 million compared to the same period in 1996.  For the six
months ended June 30, 1997, noninterest income increased $14.6 million or 16.9%
to $100.8 million compared to the same period in 1996.  A portion of this
increase was due to processing services income increasing by 20.6% for the
quarter and 14.2% for the six months ended June 30, 1997 relating to the growth
in volumes processed from new and existing customers in merchant processing.
Deposit services income increased 28.1% for the quarter and 30.5% for the six
months ended June 30, 1997 due primarily to the growth in total deposits.
Income related to trust and investment services and commissions increased as a
result of the general growth of the Company.  The increase in miscellaneous
income for the six months ended June 30, 1997 was due to general business
fluctuations.

Noninterest expense:
For the quarter ended June 30, 1997, noninterest expense increased $7.5 million
or 8.3% to $97.4 million compared to the same period in 1996.  For the six
months ended June 30, 1997, noninterest expense increased $10.6 million or 5.7%
to $195.0 million compared to the same period in 1996.  A portion of the
increase in noninterest expense is due to salaries and employee benefits, which
increased 12.0% for the quarter and 11.3% for the six months ended June 30, 1997
and relates to overall Company growth.  Increases in remaining expense
categories for purchased processing, loan services, equipment expenses, and
miscellaneous expenses also relate to general Company growth including increased
processing volumes and continued investments in technology. These increases are
partially offset by communication and supplies which decreased 3.0% for the
quarter and 14.0% for the six months ended June 30, 1997 due to a reduction in
marketing expenditures.  Management continues to focus on expense control in
their operating decisions to improve the efficiencies of the Company.


Asset Quality
-------------

The Company's loan delinquency rates and net charge-off activity reflect, among
other factors, general economic conditions, the quality of the loans, the
average seasoning of the loans and the success of the Company's collection
efforts.  The Company's objective in managing its loan portfolio is to balance
and optimize the profitability of the loans within the context of acceptable
risk characteristics.  The Company continually monitors the risks embedded in
the loan portfolio with the use of statistically-based computer simulation
models.

The consumer credit industry continues to experience increased delinquencies and
charge-offs.  As a major credit card issuer, the Company also continues to
experience increased net charge-off and delinquency rates.  As a result, the
Company has increased its allowance for loan losses by $12.7 million, or 12.1%,
from December 31, 1996 to June 30, 1997.  The increased charge-off trends are
likely to continue as the large volume of credit card loans originated in
previous years continue to season.  The Company also expects that selected
segments of consumers may continue to experience declines in credit quality.
Therefore, management continues to evaluate credit standards and has reduced
marketing expenditures.  Consumer behavior is being closely monitored to
determine if future changes in credit standards or marketing strategies will be
required.

                                       7
<PAGE>
 
The following table reflects the delinquency rates of the Company's loan
portfolio.  An account is contractually delinquent if the minimum payment is not
received by the specified billing date.  The overall delinquency rate as a
percentage of total loans was 3.82% at June 30, 1997 compared with 3.86% at
December 31, 1996.
<TABLE>
<CAPTION>
 
Delinquent Loans:
                                    June 30, 1997          December 31, 1996
                             -------------------------------------------------
                                            (Amounts in Thousands)
Total Loans                                % of Loans              % of Loans
-----------                                ----------              ----------
 
<S>                            <C>         <C>          <C>        <C>
Loans outstanding              $5,074,366               $5,107,041
Loans delinquent:
     30 - 89 days                $119,097        2.35%    $123,420      2.42%
     90 days or more & still    
      accruing                     74,654        1.47%      73,580      1.44%
                             -------------------------- ----------------------
          Total delinquent     
           loans                 $193,751        3.82%    $197,000      3.86%
                             ========================== ======================
Nonaccrual loans                   $5,402         .11%      $7,231       .14%
                             ========================== ======================
 
Credit Cards and Related Plans
------------------------------
Loans outstanding              $2,748,224               $2,916,392
Loans delinquent:
     30 - 89 days                 $95,584        3.48%    $102,538      3.52%
     90 days or more & still    
      accruing                     66,677        2.42%      68,827      2.36%
                             -------------------------- ----------------------
          Total delinquent    
           loans                 $162,261        5.90%    $171,365      5.88%
                             ========================== ======================
Nonaccrual loans                       --          --           --        --
                             ========================== ======================
</TABLE>

Generally, the Company's policy is to charge off loans when they become 180 days
contractually past due.  Net loan charge-offs include the principal amount of
losses resulting from borrowers' unwillingness or inability to pay, in addition
to bankrupt and deceased borrowers, less current period recoveries of previously
charged-off loans. The allowance for loan losses is intended to cover losses
inherent in the Company's loan portfolio as of the reporting date and is
continually monitored using statistically-based computer simulation models.  The
provision for loan losses is charged against earnings to cover both current
period net charge-offs and to maintain the allowance at an acceptable level to
cover losses inherent in the portfolio as of the reporting date.  Net charge-
offs for the Company's overall portfolio were $95 million for the six months
ended June 30, 1997 compared to $62.2 million for the same period in 1996.   Net
charge-offs as a percentage of average loans were 1.85% for the six months ended
June 30, 1997 compared to 1.41% for the same period last year.  The allowance as
a percentage of loans has increased to 2.32% for the period ended June 30, 1997
compared to 1.83% for the same period last year.

The following table presents the activity in the Company's allowance for loan
losses with a breakdown of charge-off and recovery activity related to credit
cards and related plans.
<TABLE>
<CAPTION>
 
Allowance for Loan Losses:
                                   For the Six Months Ended June 30,
                                            1997        1996
                                   ---------------------------------
                                         (Amounts in Thousands)
<S>                                      <C>          <C>
Balance at January 1                     $104,812    $67,740
Addition due to loan acquisition           10,862        --
Provision for credit losses                96,892     76,973
 
Loans charged off:
     Credit cards and related plans      (104,127)   (69,707)
     All other loans                       (4,002)    (1,866)
Loans recovered:
     Credit cards and related plans        11,828      8,760
     All other loans                        1,252        620
                                   ---------------- ----------------
Total net charge-offs                     (95,049)   (62,193)
                                   ---------------- ----------------
Balance at June 30                       $117,517    $82,520
                                   ================ ================
Allowance as a percentage
   of loans                                  2.32%      1.83%
Total net charge-offs as a percentage
   of average loans                          1.85%      1.41%
</TABLE> 

                                       8
<PAGE>
 
Capital Resources
-----------------

The Company and its banking subsidiaries are required to maintain minimum
capital in accordance with regulatory guidelines.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company must meet specific capital guidelines that involve quantitative measures
of the Company's assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices.  These quantitative measures
require the Company to maintain minimum total risk-based capital (as defined in
the regulations) of 8%, Tier 1 risk-based capital (as defined) of 4%, and Tier 1
leverage capital (as defined) of 4%.  As of June 30, 1997, the most recent
notification from the OCC categorized the Company's banking subsidiaries as well
capitalized under the framework for prompt corrective action.  To be categorized
as well capitalized, the Company's banking subsidiaries must maintain minimum
total risk-based capital of 10%, Tier 1 risk-based capital of 6%, and Tier 1
leverage capital of 5%.  There are no conditions or events since that
notification that management believes have changed the institution's category.
The Company intends to maintain sufficient capital in each of its banking
subsidiaries to remain in the well capitalized category.

In 1995, First National Bank of Omaha issued $75 million in 15 year subordinated
capital notes.  These subordinated capital notes, along with $20 million in
capital notes outstanding as of June 30, 1997 issued in connection with the
Company's previous acquisitions, count towards meeting the required capital
standards, subject to certain limitations.  The Company has historically
retained 85% of net income in capital to fund the growth of future operations
and to maintain minimum capital standards.

On June 27, 1997, the Company repurchased 11,767 shares of the Company's common
stock from Mutual of Omaha Insurance Company at $3,600 per share.  The 11,767
shares repurchased were retired decreasing the total number of shares issued and
outstanding to 335,000.  In addition, the Company's Senior Management Incentive
Plan purchased 2,750 shares of the Company's common stock from United of Omaha
Life Insurance Company at $3,600 per share.  The purchase prices of these
transactions were negotiated at arm's length and reflect the fair value of the
Company's common stock when the purchase agreements were entered into on April
29, 1997.  The Company borrowed on an existing line of credit in order to close
the stock repurchase transaction and anticipates retirement of the line of
credit within the next year.


Liquidity and Interest Rate Risk Management
-------------------------------------------

Adequate liquidity levels are necessary to ensure that sufficient funds are
available for loan growth and deposit withdrawals.  These funding demands are
offset by funds generated from loan repayments, investment maturities, and core
deposit growth.  The Company's Asset/Liability Committee is responsible for
monitoring the current and forecasted balance sheet structure to ensure
anticipated funding needs can be met at a reasonable cost.  Contingency plans
are in place to meet unanticipated funding needs or loss of funding sources.

Domestic retail deposits are used as the primary source of funding for all
banking subsidiaries.  In order to maintain flexibility and diversity in
liquidity management the Company also has access to a variety of other funding
tools.  These other sources include securities sold under repurchase agreements,
federal funds purchased, commercial paper, securitization, other short-term and
long-term debt, and subordinated capital notes.

At June 30, 1997, the Company had facilities to access the commercial paper
market up to a maximum of $315,000,000, of which $260,981,000 was outstanding
and maturing in 56 days.  These issues are supported for liquidity purposes by
loan commitments from various financial institutions.

The Company utilizes credit card-backed securitization vehicles to assist in its
management of liquidity, interest rate risk and capital.  Securitization
vehicles provide diversified and cost-effective sources of funding.  During the
second quarter, the Company expanded its off-balance sheet securitization in two
transactions.   The first securitization during the quarter was via a $170
million commercial paper conduit, while the second securitization was a $250
million floating rate 3-year private placement.  Both transactions were issued
via a master trust facility established by the Company in 1995.  Total
securitization as of June 30, 1997 was $620 million.

The Company's goal is to maximize profits while effectively managing rather than
eliminating interest rate risk.  Since changes in the marketplace cannot be
reliably predicted, the Company uses net interest income simulation modeling to
simulate several possible events.  These events include immediate and sustained
shifts in interest rates upward and downward, and gradual and sustained shifts
in interest rates upward and downward.  Possible changes in balance sheet
structure over a forecast period of three years are also simulated.  The Company
has established guidelines that limit the acceptable potential change in net
interest margin and net income under these balance sheet and interest rate
scenarios.  The Company also uses static gap analysis to measure the difference
between rate-sensitive assets and rate-sensitive liabilities.

                                       9
<PAGE>

Part II.  Other Information


Items 1,2,3:    Not applicable or negative response.

Item 4:         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                The annual meeting of Company's stockholders was held on May 16,
                1997 for the purpose of adopting Amended and Restated Articles
                of Incorporation and Amended and Restated Bylaws and to elect
                nine directors for terms of one, two and three years. Proxies
                for the meeting were solicited pursuant to Sections 14(a) of the
                Securities Exchange Act of 1934, and there was no solicitation
                in opposition to management's nominees. Each of management's
                nominees for director as listed in the Proxy Statement was
                elected. With respect to the adoption of the Amended and
                Restated Articles of Incorporation and the Amended and Restated
                Bylaws, the voting tabulation was as follows:

                                                Shares     Shares      Shares
                                                Voted       Voted      Voted
                                                "FOR"     "AGAINST"   "ABSTAIN"

                Amended and Restated                                
                Articles of Incorporation       277,485     2,444        113
                                                                    
                Amended and Restated Bylaws     277,427     2,454        161

Item 5:         Not applicable or negative response.

Item 6(a):      EXHIBITS.

                Amended and Restated Articles of Incorporation and Amended
                and Restated Bylaws of the Parent Company filed herewith.

Item 6(b):      Not applicable or negative response.


                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                         FIRST NATIONAL OF NEBRASKA, INC.



                         By     /s/ Dennis A. O'Neal
                                --------------------------------------
                                Dennis A. O'Neal
                                Executive Vice President and Treasurer, 
                                Principal Financial and Chief Accounting Officer
Date:   8/8/97
        ----------------

                                      10
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
                                                                              Pages
                                                                              -----
<S>                                                                           <C> 
3(i)  Amended and Restated Articles of Incorporation of the Parent Company    12, 13

3(ii) Amended and Restated Bylaws of the Parent Company                       14-18
</TABLE> 

                                      11