-------------------------------------------------------------------------------
                                    
                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

-------------------------------------------------------------------------------

                                    FORM 10-Q

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

                 For the quarterly period ended March 31, 1997


                         Commission file number 0-7931


                           FIRST COMMERCE CORPORATION
                (Exact name of registrant as specified in its charter)


          Louisiana                                 72-0701203
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)


201 St. Charles Avenue, 29th Floor                      70170
     New Orleans, Louisiana                           (Zip Code)
(Address of principal executive offices)


         Registrant's telephone number, including area code:  (504) 623-1371


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

Indicate  the  number of shares outstanding  of  each  of  the  Registrant's
classes of common stock as of the last practicable  date.


             Class                      Outstanding as of April 30,1997
             -----                      -------------------------------
  Common  Stock, $5.00 par value                  38,987,773




                         FIRST COMMERCE CORPORATION
                             TABLE OF CONTENTS


                                                                     Page No.

Part I: Financial Information

      Item 1.    Consolidated Financial Statements

                  Consolidated Balance Sheets                           3

                  Consolidated Statements of Income                     4

                  Consolidated Statements of Cash Flows                 5

                  Notes to Consolidated Financial Statements            6  

                  Report of Independent Public Accountants              9

      Item 2.    Management's Discussion and Analysis of Financial
                       Condition and Results of Operations             10


Part II:  Other Information                                            23

                    

                            FIRST COMMERCE CORPORATION 
                            CONSOLIDATED BALANCE SHEETS 


(dollars in thousands)                           March 31           December 31
                                                   1997                1996
-------------------------------------------------------------------------------
ASSETS
  Cash and due from banks                         $398,944            $440,347
  Interest-bearing deposits in other banks              59                 134
  Securities available for sale,                 
    at fair value                                2,262,360           2,177,529
  Trading account securities                        34,445              13,122
  Federal funds sold and securities 
    purchased under resale agreements               32,125              59,250
  Loans, net of unearned income of 
    $1,731 and $2,589, respectively              6,215,904           6,217,483
        Allowance for loan losses                  (81,690)            (81,606)
-------------------------------------------------------------------------------
        Net loans                                6,134,214           6,135,877
===============================================================================
  Premises and equipment                           171,270             170,431
  Accrued interest receivable                      104,909             105,888
  Other assets                                     112,832              87,532
-------------------------------------------------------------------------------
        Total assets                            $9,251,158          $9,190,110
===============================================================================
LIABILITIES
    Noninterest-bearing deposits                $1,335,044          $1,436,038
    Interest-bearing deposits                    6,181,684           5,868,808
-------------------------------------------------------------------------------
        Total deposits                           7,516,728           7,304,846
===============================================================================
  Short-term borrowings                            392,330             944,823
  Accrued interest payable                          50,397              44,160
  Accounts payable and 
    other accrued liabilities                      230,912              91,883
  Long-term debt                                   340,185              80,723
-------------------------------------------------------------------------------
        Total liabilities                        8,530,552           8,466,435
===============================================================================
STOCKHOLDERS' EQUITY
  Preferred stock; 
    5,000,000 shares authorized, none issued             0                   0
  Common stock, $5 par value
    Authorized -- 100,000,000 shares
    Issued -- 39,030,321 and 39,402,926 shares, 
              respectively                         195,152             197,015
  Capital surplus                                  150,021             146,390
  Retained earnings                                375,969             373,521
  Treasury stock -- 28,000 and 482,998 
    common shares, respectively, at cost            (1,101)            (13,150)
  Unearned restricted stock compensation            (5,974)             (2,956)
  Net unrealized gain on securities 
    available for sale                               6,539              22,855
-------------------------------------------------------------------------------
        Total stockholders' equity                 720,606             723,675
===============================================================================
        Total liabilities 
          and stockholders' equity              $9,251,158          $9,190,110
===============================================================================
The accompanying Notes to Consolidated Financial Statements are an integral 
part of these Consolidated Balance Sheets.

                        
                        FIRST COMMERCE CORPORATION 
                    CONSOLIDATED STATEMENTS OF INCOME

                                                             Three Months Ended
(dollars in thousands except per share data)                       March 31
===============================================================================
                                                          1997          1996
-------------------------------------------------------------------------------
INTEREST INCOME                     
  Interest and fees on loans                           $135,466       $114,142
  Interest and dividends on taxable securities           33,502         38,408
  Interest on tax-exempt securities                       1,510          1,601
  Interest on money market investments                      679            923
------------------------------------------------------------------------------- 
    Total interest income                               171,157        155,074
===============================================================================
INTEREST EXPENSE
  Interest on deposits                                   62,503         55,113
  Interest on short-term borrowings                       7,294          8,317
  Interest on long-term debt                              5,527          2,719
-------------------------------------------------------------------------------
    Total interest expense                               75,324         66,149
===============================================================================
NET INTEREST INCOME                                      95,833         88,925
PROVISION FOR LOAN LOSSES                                13,225          3,825
-------------------------------------------------------------------------------
NET INTEREST INCOME AFTER 
  PROVISION FOR LOAN LOSSES                              82,608         85,100
===============================================================================
OTHER INCOME
  Deposit fees and service charges                       14,038         14,419
  Credit card fee income                                 12,561          9,938
  Trust fee income                                        5,421          4,578
  Broker/dealer revenue                                   2,778          2,565
  ATM fee income                                          2,603          2,391
  Other operating revenue                                 6,144          6,909
  Securities transactions                                    23          1,207
-------------------------------------------------------------------------------
    Total other income                                   43,568         42,007
===============================================================================
OPERATING EXPENSE
  Salary expense                                         39,135         36,017
  Employee benefits                                       7,471          8,079
-------------------------------------------------------------------------------
    Total personnel expense                              46,606         44,096
  Equipment expense                                       7,134          6,788
  Net occupancy expense                                   5,141          5,623
  Communications and delivery expense                     5,044          4,970
  Advertising expense                                     3,835          3,244
  Professional fees                                       2,522          3,531
  FDIC insurance expense                                    323            577
  Other operating expense                                12,237         10,957
-------------------------------------------------------------------------------
    Total operating expense                              82,842         79,786
===============================================================================
INCOME BEFORE INCOME TAX EXPENSE                         43,334         47,321
INCOME TAX EXPENSE                                       14,314         15,788
===============================================================================
NET INCOME                                               29,020         31,533
PREFERRED DIVIDEND REQUIREMENTS                               0            713
===============================================================================
INCOME APPLICABLE TO COMMON SHARES                      $29,020        $30,820
===============================================================================
EARNINGS PER COMMON SHARE                     
  Primary                                               $  0.74        $  0.79
  Fully diluted                                         $  0.73        $  0.75
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Primary                                            39,268,817     38,898,536
  Fully diluted                                      42,286,093     44,007,862
===============================================================================
The accompanying Notes to Consolidated Financial Statements are an integral 
part of these Consolidated Financial Statements.


                                  FIRST COMMERCE CORPORATION
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Three Months Ended
(dollars in thousands)                                         March 31
===============================================================================
                                                         1997           1996
-------------------------------------------------------------------------------
OPERATING ACTIVITIES
  Net income                                           $29,020        $31,533
  Adjustments to reconcile net income to 
    net cash provided by operating activities: 
      Provision for loan losses                         13,225          3,825
      Depreciation and amortization                      5,991          6,031
      Amortization of intangibles                          585            729
      Deferred income tax (benefit)                        (12)          (538)
      Net deferred loan (fees)                          (1,122)        (1,935)
      Net (gain) from securities transactions              (23)        (1,207)
      Net (gain) on branch divestiture                       0         (1,137)
      (Increase) in trading account securities         (21,323)        (7,191)
      Decrease in accrued interest receivable              979         11,360
      (Increase) in other assets                       (16,536)        (7,506)
      Increase in accrued interest payable               6,237          2,648
      Increase in accounts payable and 
        other accrued liabilities                        2,197         15,202
      Other, net                                         6,003         (6,583)
-------------------------------------------------------------------------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES       25,221         45,231
===============================================================================
INVESTING ACTIVITIES
  Net decrease in interest-bearing 
    deposits in other banks                                 75            443
  Proceeds from maturities/calls of 
    securities available for sale                      251,453        164,694
  Purchases of securities available for sale          (223,603)          (781)
  Net decrease in federal funds sold and 
    securities purchased under resale agreements        27,125         14,500
  Net (increase) decrease in loans                     (19,278)        16,294
  Divestiture of branch                                      0        (14,410)
  Purchases of premises and equipment                   (7,156)        (7,493)
  Proceeds from sales of foreclosed assets               3,933          3,263
  Other, net                                                 9          1,745
-------------------------------------------------------------------------------
    NET CASH PROVIDED BY INVESTING ACTIVITIES           32,558        178,255
===============================================================================
FINANCING ACTIVITIES
  Net (decrease) in demand deposits, NOW accounts,
    money market accounts and savings accounts        (143,704)      (149,457)
  Net increase in time deposits                        355,586         99,947
  Net (decrease) in short-term borrowings             (552,493)      (234,964)
  Issuance of bank notes                               258,664              0
  Payments on long-term debt                                (6)           (39)
  Cash dividends                                       (15,598)       (14,297)
  Proceeds from issuance of common 
    and treasury stock                                     577            123
  Purchase of treasury stock                            (2,208)             0
-------------------------------------------------------------------------------
    NET CASH (USED) BY FINANCING ACTIVITIES            (99,182)      (298,687)
===============================================================================
    (DECREASE) IN CASH AND CASH EQUIVALENTS            (41,403)       (75,201)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   440,347        497,268
===============================================================================
    CASH AND CASH EQUIVALENTS AT END OF PERIOD        $398,944       $422,067
===============================================================================
Cash paid during the period for:
   Interest expense                                    $69,087        $63,597
   Income taxes                                         $5,500         $5,100
===============================================================================
The accompanying Notes to Consolidated Financial Statements are an integral 
part of these Consolidated Financial Statements.


                  FIRST COMMERCE CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

     The  accounting  and  reporting policies of First Commerce
Corporation and its subsidiaries  (FCC)  conform with generally
accepted  accounting  principles  and  with  general  practices
within  the  financial  services  industry.   In preparing  the
consolidated  financial  statements,  FCC is required  to  make
estimates and assumptions that affect the  amounts  reported in
the  consolidated financial statements and accompanying  notes.
Actual results could differ from those estimates.
     The   consolidated   financial   statements   reflect  all
adjustments which are, in the opinion of management,  necessary
for   a   fair   presentation  of  the  consolidated  financial
condition, results of operations and cash flows for the interim
periods presented.  Adjustments included herein are of a normal
recurring nature and  include appropriate estimated provisions.
The consolidated financial  statements  for the interim periods
have  not  been  independently audited.  However,  the  interim
consolidated financial  statements  have been reviewed by FCC's
independent public accountants in accordance with standards for
such reviews established by the American Institute of Certified
Public Accountants, and their review report is included herein.
     The  Notes to Consolidated Financial  Statements  included
herein  should  be  read  in  conjunction  with  the  Notes  to
Consolidated Financial Statements included in FCC's 1996 Annual
Report to Shareholders.

NOTE 2 - LONG-TERM DEBT

     In January  1997,  FCC's  subsidiary  bank, First National
Bank of Commerce, established an ongoing bank  note  program to
diversify  its access to external funding sources.  During  the
first quarter  of  1997,  $260  million par value of bank notes
were issued with an effective yield  of  6.56%  and  an average
original maturity of three years.

NOTE 3 - STOCK-BASED INCENTIVE COMPENSATION PLANS

     The  following  table  summarizes the activity related  to
stock options and stock appreciation  rights  (SARs) during the
first quarter of 1997:
==================================================================
                                Weighted                Weighted
                      Number    Average                 Average
                        of      Exercise    Number of   Exercise
                     Options     Price        SARs       Price
------------------------------------------------------------------
Outstanding at
  December 31,
  1996               902,348     $25.97     1,085,862    $26.99
Granted              254,633     $40.13          -           -
Exercised            (42,401)    $16.90       (63,171)   $26.85
Canceled              (6,255)    $30.50        (9,712)   $26.31
-----------------------------------------------------------------
Outstanding at
 March 31, 1997    1,108,325     $29.54     1,012,979    $27.01
=================================================================
Exercisable at
  March 31, 1997     483,834                  484,655
=================================================================

     Stock options are granted at fair value at  the  date  of grant.
No  compensation  expense has been recorded in connection with  stock
options.  Options have  a  four-year vesting schedule with 25% of the
options becoming exercisable  each  year.   The  options expire eight
years from the date of grant.

     On  April  21, 1997, FCC's shareholders approved  the  FCC  1997
Stock Option Plan  (the  "Option  Plan").  Under the Option Plan, all
outstanding SARs are cancelled and  are  replaced  with stock options
with   equivalent  terms.   Compensation  expense  is  increased   or
decreased  in connection with SARs based on the market value of FCC's
common stock on the date of the financial statements; therefore, this
expense is subject  to  the  volatility of the stock market.  Because
FCC  has  elected  under SFAS No.  123  "Accounting  for  Stock-Based
Compensation" to continue  to  account  for  stock-based compensation
under APB Opinion No. 25 "Accounting for Stock  Issued to Employees",
this  exchange  caps  the  total expense at the stock  price  on  the
exchange date, eliminating this  volatility.  On April 25, 1997, each
SAR was exchanged for one newly-issued  option  to purchase one share
of FCC's common stock.  FCC's closing stock price  on  April 25, 1997
was $39.625.

     The   following   table  summarizes  the  activity  related   to
restricted stock during the first quarter of 1997:
                  ==================================
                                            Number
                                             of
                                            Shares
                  ----------------------------------
                   Outstanding at
                     December 31, 1996     140,673
                   Granted                  97,947
                   Canceled                 (2,529)
                  ---------------------------------- 
                   Outstanding at
                     March 31,  1997       236,091
                  ===================================
     
     Performance  shares   were   granted  in  conjunction  with  the  1997
restricted stock grant, equal to 50% of restricted shares.

     In the event of a change in control of FCC, all outstanding options become
exercisable immediately, and the restrictions on all shares of restricted stock
lapse immediately.

NOTE 4 - EARNINGS PER SHARE

     In  February 1997, the FASB issued SFAS No. 128, "Earnings Per  Share"
which establishes standards for computing and presenting earnings per share
("eps").   Under  SFAS  No.  128,  primary  eps is replaced with basic eps.
Basic eps is computed by dividing income applicable to common shares by the
weighted  average  shares  outstanding;  no dilution  for  any  potentially
convertible shares is included in the calculation.   Fully diluted eps, now
called diluted eps, is still required; however, when applying  the treasury
stock  method,  the average stock price is used rather than the greater  of
the average or closing  stock  price  for  the period.  Under SFAS No. 128,
basic  eps  was  $.75 and $.80 for the first quarters  of  1997  and  1996,
respectively.  Diluted  eps was $.73 for the first quarter of 1997 and $.75
for the first quarter of  1996.   SFAS  No.  128 is effective for financial
statements issued for periods ending after December 15, 1997.

NOTE 5 - CONTINGENCIES

     FCC  and its subsidiaries have been named  as  defendants  in  various
legal actions  arising  from normal business activities in which damages in
various amounts are claimed. The amount, if any, of ultimate liability with
respect to such matters cannot  be  determined.  However,  after consulting
with legal counsel, management believes any such liability will  not have a
material  effect  on  FCC's consolidated financial condition or results  of
operations.




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders
and Board of Directors of
First Commerce Corporation:

     We  have  reviewed  the  accompanying consolidated balance
sheet of FIRST COMMERCE CORPORATION  (a  Louisiana corporation)
and  subsidiaries  as  of  March  31,  1997,  and  the  related
consolidated statements of income and cash flows for the three-
month  periods ended March 31, 1997 and 1996.  These  financial
statements are the responsibility of the company's management.

     We  conducted  our  review  in  accordance  with standards
established  by  the  American  Institute  of Certified  Public
Accountants.    A  review  of  interim  financial   information
consists  principally  of  applying  analytical  procedures  to
financial data  and making inquiries of persons responsible for
financial and accounting  matters.  It is substantially less in
scope  than  an  audit in accordance  with  generally  accepted
auditing standards, the objective of which is the expression of
an  opinion regarding  the  consolidated  financial  statements
taken  as  a  whole.   Accordingly,  we  do not express such an
opinion.

     Based  on  our review, we are not aware  of  any  material
modifications that should be made to the consolidated financial
statements referred  to above for them to be in conformity with
generally accepted accounting principles.

     We have previously  audited,  in accordance with generally
accepted auditing standards, the consolidated  balance sheet of
First Commerce Corporation and subsidiaries as of  December 31,
1996   and   the  related  statements  of  income,  changes  in
stockholders'  equity  and  cash  flows for the year then ended
(not presented herein) and, in our  report  dated  January  10,
1997, we expressed an unqualified opinion on those consolidated
financial  statements.   In  our  opinion,  the information set
forth in the accompanying consolidated condensed  balance sheet
as  of  December  31,  1996  is  fairly stated, in all material
respects, in relation to the consolidated  balance  sheet  from
which it has been derived.




                                   /s/ ARTHUR ANDERSEN LLP
                                   ARTHUR ANDERSEN LLP


New Orleans, Louisiana
April 25, 1997

                         FIRST COMMERCE CORPORATION 
                           SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

(dollars in thousands except per share data)            1997                          1996
===============================================================================================================
                                                       First       Fourth      Third       Second      First
                                                      Quarter     Quarter     Quarter     Quarter     Quarter
                                                     ----------  ----------  ----------  ----------  ----------
<S>                                                  <C>         <C>         <C>         <C>         <C>
AVERAGE BALANCE SHEET DATA
  Total assets                                       $9,082,650  $8,843,783  $8,526,062  $8,284,388  $8,442,698
  Earning assets                                      8,400,237   8,188,195   7,857,391   7,576,406   7,699,873
  Loans                                               6,206,007   5,982,771   5,612,251   5,277,895   5,170,534
  Securities                                          2,137,468   2,157,419   2,201,775   2,197,283   2,457,394
  Deposits                                            7,372,870   6,950,851   6,792,549   6,917,697   6,889,954
  Long-term debt                                        257,275      82,460      85,912      85,980      87,028
  Stockholders' equity                                  723,937     710,131     709,896     738,940     740,091
                                                     ----------  ----------  ----------  ----------  ----------
INCOME STATEMENT DATA
  Total interest income                              $  171,157  $  169,763  $  162,338  $  154,050  $  155,074
  Net interest income                                    95,833      96,232      93,617      90,968      88,925
  Net interest income (FTE)                              97,592      97,776      95,051      92,289      90,384
  Provision for loan losses                              13,225      14,168      12,525       7,465       3,825
  Other income (exclusive of securities transactions)    43,545      45,498      43,578      42,501      40,800
  Securities transactions                                    23         407      (1,370)        (84)      1,207
  Operating expense                                      82,842      85,304      83,614      78,144      79,786
  Net income                                             29,020      28,707      26,531      31,667      31,533
                                                     ----------  ----------  ----------  ----------  ----------
KEY RATIOS
  Return on average assets                                 1.30%       1.29%       1.24%       1.54%       1.50%
  Return on average total equity                          16.26%      16.08%      14.87%      17.24%      17.14%
  Return on average common equity                         16.26%      16.81%      15.31%      17.79%      17.82%
  Net interest margin                                      4.70%       4.76%       4.82%       4.89%       4.71%
  Efficiency ratio                                        58.70%      59.54%      60.31%      57.97%      60.82%
  Overhead ratio                                           1.90%       1.93%       2.03%       1.89%       2.04%
  Average loans to average deposits                       84.17%      86.07%      82.62%      76.30%      75.04%
  Allowance for loan losses to loans                       1.31%       1.31%       1.36%       1.39%       1.46%
  Nonperforming assets to loans plus foreclosed assets     0.59%       0.51%       0.57%       0.61%       1.09%
  Allowance for loan losses to nonperforming loans       255.47%     299.42%     279.00%     265.98%     150.38%
  Equity ratio                                             7.79%       7.87%       8.03%       8.80%       8.94%
  Leverage ratio                                           7.70%       7.76%       7.90%       8.65%       8.33%
                                                     ----------  ----------  ----------  ----------  ----------
SELECTED PER SHARE DATA
  Earnings Per Common Share
    Primary                                          $     0.74  $     0.76  $     0.68  $     0.79  $     0.79
    Fully diluted                                    $     0.73  $     0.72  $     0.66  $     0.76  $     0.75

  Common Dividends
    Cash dividends                                   $     0.40  $     0.40  $     0.35  $     0.35  $     0.35
    Dividend payout ratio                                 54.05%      52.63%      51.47%      44.30%      44.30%

  Book Value (end of period)
    Book value                                       $    18.58  $    18.66  $    17.96  $    18.11  $    18.02
    Tangible book value                              $    18.13  $    18.20  $    17.46  $    17.61  $    17.51

  Common Stock Data
    High stock price                                 $    46.38  $    39.88  $    36.63  $    36.00  $    34.25
    Low stock price                                  $    38.25  $    34.88  $    33.25  $    32.25  $    30.25
    Closing stock price                              $    40.50  $    38.88  $    34.88  $    35.38  $    33.00
    Trading volume (in thousands)                         8,049       7,095       9,118       5,498       5,051
    Number of stockholders (end of period)                9,223       9,319       9,267       9,257       9,286

  Average Shares Outstanding (in thousands)
    Primary                                              39,269      37,771      38,074      39,114      38,899
    Fully diluted                                        42,286      42,256      42,895      43,972      44,008

NUMBER OF EMPLOYEES         (end of period)               4,058       4,036       3,997       4,053       4,080

</TABLE>

FIRST QUARTER IN REVIEW

     First  Commerce  Corporation's  (FCC's) net income for the
first  quarter  of 1997 was $29.0 million,  compared  to  $31.5
million in last year's  first  quarter.  Fully diluted earnings
per share were $.73 this quarter,  compared  to $.75 for 1996's
first quarter.  Return on average equity was 16.26%, and return
on average assets was 1.30% for the first quarter of 1997.  The
key points for the first quarter's results included:

   Net interest income (FTE) was up 8% from the  first  quarter
   of 1996, mainly on the strength of loan growth.

   The provision for loan losses was $13.2 million in the first
   quarter,  compared  to  $3.8  million  in  last year's first
   quarter.   The provision increase was primarily  related  to
   rising credit card losses.

   Other  income,   excluding  securities  transactions  and  a
   nonrecurring gain  in  1996's  first quarter, was 10% higher
   than the first quarter of 1996.

   Operating expense was 3.8% higher  than in last year's first
   quarter.   The efficiency ratio was 58.7%  for  the  current
   quarter.

     A more detailed  review  of  FCC's financial condition and
earnings for the first quarter of 1997  follows.   This  review
should  be  read in conjunction with the consolidated financial
statements  of  First  Commerce  Corporation  and  Subsidiaries
included in this  report,  and the Financial Review in the 1996
Annual Report.

EARNINGS ANALYSIS

Net Interest Income
     Net interest income (FTE)  for  the  first quarter of 1997
was  $97.6 million, 8% higher than last year's  first  quarter.
The rise  in  net  interest  income primarily reflected average
loan growth.  Average loans rose  20%,  while  average  earning
assets  grew  9%,  resulting in a more favorable mix of earning
assets.   As  a  percent   of  earning  assets,  average  loans
increased to 74% in the current quarter, compared to 67% in the
first quarter of 1996.  Loan  growth  was funded by a reduction
in securities, plus increased levels of  deposits and long-term
debt.   Growth in deposits and debt was primarily  due  to  the
issuance of retail brokered CDs and bank notes.
     The  net  interest margin was 4.70% this quarter, compared
to 4.71% in 1996's first quarter.  The earning asset yield rose
16 basis points,  due  to  the  shift  in  the  mix to a higher
proportion of loans.  This improvement was offset by a 14 basis
point  increase  in  the  cost of interest-bearing liabilities,
plus a reduction in the interest-free  funding ratio.  The rise
in  the  cost of interest-bearing liabilities  reflected  rates
paid on FCC's  increased  level of longer-term funding sources.
Interest-free funds were 18%  of  average earning assets in the
current quarter, compared to 19% in 1996's first quarter.
     Table  1  presents average balance  sheets,  net  interest
income (FTE) and  interest rates for the first quarters of 1997
and 1996.  Table 2  analyzes  the  components of changes in net
interest income between these periods.

Provision For Loan Losses
     The provision for loan losses was  $13.2  million  in  the
first quarter of 1997, compared to $3.8 million in 1996's first
quarter.  The increase in the provision was principally related
to  higher  net  charge-offs  of credit card loans and loans to
individuals.
     For a discussion of the allowance  for  loan  losses,  net
charge-offs  and  nonperforming  assets,  see  the  Credit Risk
Management section of this Financial Review.

Other Income
     Other income, excluding securities transactions, was $43.5
million in the first quarter, compared to $40.8 million  in the
same  quarter  of  1996.  In 1996's first quarter, other income
included a $1.1 million  gain from the divestiture of a branch.
Excluding   securities   transactions   and   the   gain   from
divestiture, other income  rose  10%  over the first quarter of
1996.   Virtually  all  categories  increased,  with  the  most
significant growth in credit card and trust fee income.  Credit
card fee income rose $2.6 million, or 26%, reflecting increases
in  sales  volumes  and late charge fee  income.   Higher  late
charge  fee  income was  driven  by  both  volume  and  pricing
increases.  Trust  fee income was $843,000, or 18%, higher than
in 1996's first quarter, due to new trust business.
     Securities transactions  resulted  in  pretax net gains of
$23,000  and  $1.2 million in the first quarters  of  1997  and
1996, respectively.

Operating Expense
     Operating  expense  was  $82.8  million  in  1997's  first
quarter,  compared  to  $79.8  million  in the first quarter of
1996.  The 3.8% increase in operating expense was mainly due to
higher personnel costs.  Personnel expense  rose  $2.5 million,
or  6%,  reflecting  expense  for  incentive pay tied to  stock
performance, plus annual merit raises.  Higher bank stock taxes
(Louisiana  does  not assess income tax  on  commercial  banks;
rather, banks pay property  tax  based  on  the  value of their
capital stock) and advertising expenses also contributed to the
rise  in  operating expense.  Lower professional fees,  due  to
declines in consulting and legal expenses, partially offset the
increase.
     The efficiency  ratio  was  58.7% for the first quarter of
1997, compared to 61.4% in 1996's  first quarter, excluding the
gain on divestiture.

FINANCIAL CONDITION ANALYSIS

Loans
     Loans were $6.2 billion at March 31, 1997, 22% higher than
one year ago and unchanged from year-end  1996.   Average loans
for  the  first  quarter of 1997 were $6.2 billion, 20%  higher
than last year's same  period.   The  average  loan growth from
1996's  first  quarter  was across-the-board, with  significant
increases in credit card,  consumer  and commercial real estate
loans.

Securities
     At March 31, 1997, securities were  $2.3 billion, compared
to $2.2 billion at December 31, 1996.  For  both  periods,  all
securities  were  classified as available for sale.  Unrealized
gains, net of tax, increased stockholders' equity $7 million at
March 31, 1997, compared  to $23 million at year-end 1996.  The
fluctuation in market values  was  mainly  driven by changes in
market interest rates.
     Average  securities  for  the  current quarter  were  $2.1
billion,  13%  lower  than  last  year's  first  quarter.   The
majority of the proceeds from securities maturing  during  1996
funded  loan  growth.   It  is  likely  that  the proceeds from
securities  maturities  or  sales will be reinvested  in  other
securities during 1997.

Money Market Investments
     Money market investments  were  $67  million  at March 31,
1997.   Average money market investments for the first  quarter
of 1997 were $57 million, compared to $72 million for the first
quarter of 1996.  As a percent of average earning assets, money
market investments were 1% for both periods.

Deposits
     At March 31, 1997, deposits were $7.5 billion, compared to
$7.3 billion  at  December  31, 1996.  Average deposits for the
current  quarter  were  $7.4  billion,  7%  over  1996's  first
quarter.  Deposit growth was primarily  related to FCC's retail
brokered  CD program and public funds deposits.   FCC's  retail
brokered CD  program  was  established in the fourth quarter of
1996.   CDs issued under this  program  are  included  in  time
deposits of $100,000 and over and averaged $229 million for the
first quarter of 1997.

Short-Term Borrowings
     Short-term  borrowings  were  $392 million as of March 31,
1997,  a  58% decline from year-end 1996.   Average  short-term
borrowings  for the current quarter were $579 million, compared
to $959 million for the fourth quarter of 1996 and $603 million
for 1996's first  quarter.   Issuance  of  longer  term  retail
brokered  CDs  and bank notes allowed short-term borrowings  to
decline during the first quarter.

Long-Term Debt
     At  March 31,  1997,  long-term  debt  was  $340  million,
compared to $81 million at December 31, 1996.  In January 1997,
First  National   Bank   of   Commerce,   FCC's  largest  bank,
established  an  ongoing  bank  note program to  diversify  its
access to external funding sources.   The increase in long-term
debt from year-end 1996 reflects the issuance  of  $260 million
of  bank notes under this program.  The bank notes issued  have
an average maturity of three years.

Interest Rate Contracts
     The total notional amount of FCC's interest rate contracts
at March 31, 1997 was $766 million, compared to $630 million at
December  31,  1996.   Table  3  summarizes FCC's interest rate
contracts at March 31, 1997.
     During  the  first  quarter  of  1997,  FCC  entered  into
interest  rate  swaps  with  a total notional  amount  of  $136
million.   As  shown  in Table 3,  these  interest  rate  swaps
convert a portion of retail  brokered  CDs  and  long-term bank
notes from fixed to floating rate.  These swaps have an average 
maturity of three years.
     Interest  rate  contracts  increased  net interest  income
$126,000  for  the  current quarter.  At March  31,  1997,  the
estimated fair value  of  FCC's  interest  rate contracts was a
loss of $862,000.

Liquidity
     In order to enhance liquidity, FCC has  begun to diversify
its access to external funding sources.  Retail brokered CD and
bank  note programs were established in the fourth  quarter  of
1996 and the first quarter of 1997, respectively.  In addition,
FCC is  considering  establishing  a credit card securitization
program during 1997.

Capital and Dividends
     Stockholders' equity was 7.79%  of  total  assets at March
31,  1997,  compared  to 7.87% at December 31, 1996.   Table  5
presents FCC's risk-based  and other capital ratios as of March
31,  1997 and year-end 1996.   All  ratios  remain  well  above
regulatory  minimums.   Under  present  regulations, all six of
FCC's banks are classified as "well-capitalized."
     At the end of the first quarter, the  Parent  Company  had
$53  million  of net working capital.  Additionally, the Parent
Company could receive  dividends  from  the Banks without prior
regulatory approval of $62 million, plus an amount equal to the
Banks' adjusted net profits for the remainder of the year.

Credit Risk Management
Nonperforming Assets
     Nonperforming assets were $36 million  at  March 31, 1997,
compared to $32 million at December 31, 1996.  The increase was
mainly due  to  several commercial loans  placed on nonaccrual 
status. Nonperforming assets were .59% of loans at quarter-end, 
compared to .51% at  December  31,  1996  .63% of nonperforming  
loans  were contractually current or no more  than 30 days past 
due  at  the  end  of  the  first  quarter,  compared to 42% at 
December 31, 1996.
     Accruing loans past due 90 days  or more were $30 million,
or .49% of loans, at March 31, 1997, compared  to  $29 million,
or  .47%  of  loans, at the end of 1996.  Watch list loans  and
foreclosed assets were $153 million at quarter-end, compared to
$157 million at December 31, 1996.
     Table  6 presents  information  on  nonperforming  assets,
detailed by type, as of March 31, 1997 and December 31, 1996.

Allowance for Loan Losses
     The allowance for loan losses was $82 million, or 1.31% of
loans, at March  31,  1997,  unchanged from year-end 1996.  The
allowance for loan losses was  255%  of  nonperforming loans at
the end of 1997's first quarter, compared  to  299% at December
31, 1996.  Management believes that the allowance  is  adequate
to cover losses inherent in the loan portfolio.
     First quarter net charge-offs were $13 million, or .85% of
loans.   Net charge-offs were $12 million in the fourth quarter
and $5 million  in 1996's first quarter.  Increased credit card
net charge-offs caused  the  rise from the prior quarter, while
higher  net  charge-offs of credit  card  loans  and  loans  to
individuals caused the increase from last year's first quarter.
Credit card net  charge-offs rose to 4.40% in the first quarter
from 3.85% in the  fourth  quarter  and  2.68%  in 1996's first
quarter.   The  rise  in credit card charge-offs reflected  the
national trend, also experienced  at FCC, of rising credit card
loan  losses.   Dependent primarily upon  economic  conditions,
national and regional  trends  and changes in the level and mix
of the loan portfolio, FCC's net  charge-offs  may  continue to
grow  in  future periods; this growth could result in a  rising
provision for loan losses.
     Table  7  presents  the activity in the allowance for loan
losses for the first quarters  of  1997  and  1996, and for the
fourth quarter of 1996.


<TABLE>
<CAPTION>


TABLE 1.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) (a) AND INTEREST RATES
============================================================================================================================
                                                           First Quarter 1997                      First Quarter 1996
----------------------------------------------------------------------------------------------------------------------------
                                                     Average                                 Average
(dollars in thousands)                               Balance    Interest    Rate             Balance     Interest    Rate
                                                   ----------   --------    -----          ----------    --------    -----
<S>                                                <C>          <C>         <C>            <C>           <C>         <C>
ASSETS
 EARNING ASSETS
  Loans (b)                                        $6,206,007   $136,552     8.91%         $5,170,534    $114,890     8.93%
  Securities
   Taxable                                          2,053,070     33,554     6.60           2,367,189      38,463     6.52
   Tax-exempt                                          84,398      2,128    10.08              90,205       2,255    10.00
                                                   ----------   --------    -----          ----------    --------    -----    
    Total securities                                2,137,468     35,682     6.74           2,457,394      40,718     6.65
                                                   ----------   --------    -----          ----------    --------    -----  
  Money market investments                             56,762        682     4.87              71,945         925     5.17
                                                   ----------   --------    -----          ----------    --------    -----    
    Total earning assets                            8,400,237   $172,916     8.33%          7,699,873    $156,533     8.17%
                                                   ----------   --------    -----          ----------    --------    ----- 
 NONEARNING ASSETS
  Other assets (c)                                    765,290                                 818,757
  Allowance for loan losses                           (82,877)                                (75,932)
                                                   ----------   --------    -----          ----------    --------    -----    
    Total assets                                   $9,082,650                              $8,442,698
                                                   ----------   --------    -----          ----------    --------    -----
LIABILITIES AND STOCKHOLDERS' EQUITY 
 INTEREST-BEARING LIABILITIES
  Interest-bearing deposits 
   NOW account deposits                            $1,271,108   $  7,427     2.37%         $1,135,291    $  5,719     2.03%
   Money market investment deposits                   883,044      6,840     3.14             806,229       5,911     2.95
   Savings and other consumer time deposits         2,748,014     32,486     4.79           2,803,393      33,153     4.76
   Time deposits $100,000 and over                  1,157,736     15,750     5.52             767,508      10,330     5.41
                                                   ----------   --------    -----          ----------    --------    -----   
   Total interest-bearing deposits                  6,059,902     62,503     4.18           5,512,421      55,113     4.02
                                                   ----------   --------    -----          ----------    --------    -----  
  Short-term borrowings                               578,574      7,294     5.11             603,438       8,317     5.54
  Long-term debt                                      257,275      5,527     8.59              87,028       2,719    12.57
                                                   ----------   --------    -----          ----------    --------    -----    
    Total interest-bearing liabilities              6,895,751   $ 75,324     4.43%          6,202,887    $ 66,149     4.29%
                                                   ----------   --------    -----          ----------    --------    -----
NONINTEREST-BEARING LIABILITIES
 AND STOCKHOLDERS' EQUITY
  Noninterest-bearing deposits                      1,312,968                               1,377,533
  Other liabilities                                   149,994                                 122,187
  Stockholders' equity                                723,937                                 740,091
                                                   ----------   --------    -----          ----------    --------    -----    
    Total liabilities and stockholders' equity     $9,082,650                              $8,442,698
                                                   ----------   --------    -----          ----------    --------    -----    
    Net interest income (FTE) and margin                        $97,592     4.70%                        $90,384     4.71%
                                                   ----------   --------    -----          ----------    --------    -----    
    Net earning assets and interest spread         $1,504,486               3.90%          $1,496,986                3.88%
                                                   ----------   --------    -----          ----------    --------    -----    
    Cost of funds                                                           3.63%                                    3.45%
                                                   ----------   --------    -----          ----------    --------    -----        
        

</TABLE>

(a) Fully taxable equivalent based on a 35% tax rate.
(b) Net of unearned income, prior to deduction of allowance for loan losses 
    and including nonaccrual loans.
(c) Includes mark-to-market adjustment on securities available for sale.


TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) (a)

                                                      First Quarter 1997
                                               Compared to First Quarter 1996
-------------------------------------------------------------------------------
                                                 Total       Due to    Due to
                                                Increase   Change in  Change in
(in thousands)                                 (Decrease)  Volume(b)    Rate(b)
-------------------------------------------------------------------------------
INTEREST INCOME (FTE)                                  
   Loans                                         $21,662     $23,852  ($2,190)
   Securities
     Taxable                                      (4,909)     (5,104)     195
     Tax-exempt                                     (127)       (146)      19
-------------------------------------------------------------------------------
       Total securities                           (5,036)     (5,250)     214
-------------------------------------------------------------------------------
   Money market investments                         (243)       (212)     (31)
-------------------------------------------------------------------------------
       Total interest income (FTE)               $16,383     $18,390  ($2,007)
===============================================================================
INTEREST EXPENSE
   Interest-bearing deposits
     NOW account deposits                         $1,708     $   731   $  977
     Money market investment deposits                929         583      346
     Savings and other consumer time deposits       (667)       (655)     (12)
     Time deposits $100,000 and over               5,420       5,308      112
-------------------------------------------------------------------------------
       Total interest-bearing deposits             7,390       5,967    1,423
-------------------------------------------------------------------------------
   Short-term borrowings                          (1,023)      (333)     (690)
   Long-term debt                                  2,808      3,886    (1,078)
-------------------------------------------------------------------------------
       Total interest expense                     $9,175    $ 9,520     ($345)
-------------------------------------------------------------------------------
       Change in net interest income (FTE)        $7,208    $ 8,870   ($1,662)
===============================================================================

(a) Fully taxable equivalent based on a 35% tax rate.
(b) Changes not solely due to either volume or rate are allocated on a 
proportional basis.


TABLE 3.  INTEREST RATE CONTRACTS
<TABLE>                                                                     
<CAPTION>
                                                                             Weighted Average Rate
                                                                     -----------------------------------                    
                                                                                        Pay
                                                                        Receive       Floating 
                           Notional       Maturity                       Fixed          Rate      Strike       Underlying
(dollars in thousands)     Amount           Date                          Rate        (LIBOR)      Rate      Asset/Liability
------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                              <C>          <C>         <C>     <C>
Floors                    $500,000       December 1998                       0%           0%       4.65%   Transaction deposits
Swaps                       10,000       February 1998 - February 2000    6.19         5.63           0    Long-term bank notes
Swaps                      156,000       January 1999 - February 2002     6.42         5.56           0    Retail brokered CDs
Swap                       100,000       March 2002                       7.18         5.60           0    Loans
Total at March 31, 1997   $766,000                                        6.70%        5.58%       4.65%


</TABLE>

TABLE 4.  NET INTEREST INCOME (EXPENSE) FROM INTEREST
                   RATE CONTRACTS

(in thousands)                     Floors     Swaps      Total
-----------------------------------------------------------------
Three months ended March 31, 1997
   Interest income                 $    0     $  268     $  268
   Amortization                      (142)         0       (142)
-----------------------------------------------------------------
Net interest income (expense)      $ (142)    $  268     $  126


TABLE 5. RISK-BASED CAPITAL AND CAPITAL RATIOS
                                  
                                  March 31            December 31
(dollars in thousands)              1997                 1996
--------------------------------------------------------------------
Tier 1 capital                  $  697,005            $  683,190
Tier 2 capital                     126,944               126,993
--------------------------------------------------------------------    
    Total capital               $  823,949            $  810,183
====================================================================
Risk-weighted assets            $6,289,889            $6,294,032
====================================================================
Ratios 
  Leverage ratio                      7.70%                 7.76%
  Tier 1 capital                     11.08%                10.85%
  Total capital                      13.10%                12.87%
  Equity ratio                        7.79%                 7.87%
  Tangible equity ratio               7.62%                 7.69%
====================================================================


TABLE 6. NONPERFORMING ASSETS
                                                       March 31    December 31
(dollars in thousands)                                   1997           1996
-------------------------------------------------------------------------------
Nonaccrual loans by type
    Loans to individuals-residential mortgages          $ 7,816        $ 7,908
    Loans to individuals-other                            2,068          1,007
    Commercial, financial and other                       9,330         11,037
    Real estate-commercial mortgages                     12,138          6,687
    Real estate-construction and other                      624            616
-------------------------------------------------------------------------------
       Total nonaccrual loans                            31,976         27,255
-------------------------------------------------------------------------------
Foreclosed assets                                         4,427          4,600
-------------------------------------------------------------------------------
       Total nonperforming assets                       $36,403        $31,855
===============================================================================
Loans past due 90 days or more and                                    
not on nonaccrual status                                $30,465        $29,451
===============================================================================
Ratios                                                     
  Nonperforming assets as a percent of loans 
    plus foreclosed assets                                 0.59%          0.51%
  Allowance for loan losses as a percent of 
    nonperforming loans                                  255.47%        299.42%
  Loans past due 90 days or more and 
    not on nonaccrual status as a percent of loans         0.49%          0.47%
===============================================================================


TABLE 7. SUMMARY OF LOAN LOSS EXPERIENCE
<TABLE>                                                               
<CAPTION>
                                                                         Three Months Ended
                                                                 March 31    December 31    March 31
(dollars in thousands)                                              1997        1996           1996
                                                                 -------        -------     --------
<S>                                                              <C>            <C>         <C>
Balance at beginning of period                                   $81,606        $79,310     $75,845
Provision charged to expense                                      13,225         14,168       3,825
Loans charged to the allowance
    Loans to individuals-residential mortgages                         7             51           6
    Loans to individuals-other                                     5,643          6,810       3,278
    Commercial, financial and other                                1,106            436          77
    Real estate-commercial mortgages                                  20            168           1
    Real estate-construction and other                                 2              0           0
    Credit card loans                                              9,988          8,261       4,951
                                                                 -------        -------     -------
      Total charge-offs                                           16,766         15,726       8,313
                                                                 -------        -------     -------
Recoveries on loans previously charged to the allowance
    Loans to individuals-residential mortgages                       173            249          64
    Loans to individuals-other                                     1,300          1,308         907
    Commercial, financial and other                                  918          1,030       1,083
    Real estate-commercial mortgages                                 281            302         133
    Real estate-construction and other                                 5             53         156
    Credit card loans                                                948            912         834
                                                                 -------        -------     -------      
      Total recoveries                                             3,625          3,854       3,177
                                                                 -------        -------     -------        
        Net charge-offs                                           13,141         11,872       5,136
                                                                 -------        -------     -------
Balance at end of period                                         $81,690        $81,606     $74,534
                                                                 =======        =======     =======
Gross annualized charge-offs as a percent of average loans          1.08%          1.05%       0.64%
Recoveries as a percent of gross charge-offs                       21.62%         24.51%      38.22%
Net annualized charge-offs as a percent of average loans            0.85%          0.79%       0.40%
Allowance for loan losses as a percent of loans at end of period    1.31%          1.31%       1.46%
                                                                 ========       =======     =======
</TABLE>



                  Part II:  Other Information
                  ---------------------------

Item 1.  Legal Proceedings.

             Legal  proceedings  involving  FCC were previously
             reported in its Annual Report on Form 10-K for the
             year  ended  December  31,  1996.  There  were  no
             material  developments  in the  first  quarter  of
             1997.

Item 2. Changes in Securities.

             None

Item 3. Defaults Upon Senior Securities.

             None

Item 4. Submission of Matters to a Vote of Security Holders.

             None

Item 5. Other Information.

             None

Item 6. Exhibits and Reports on Form 8-K.

        (a)  Exhibits:

          4.1 -   Indenture  between  FCC  and  Republic  Bank,
                  Dallas,  N.A.,  Trustee,  (trusteeship  since
                  transferred  to  The   Bank   of   New  York)
                  including  the  form  of  12 3/4% Convertible
                  Debentures  due 2000, Series  A  included  as
                  Exhibit 4.1 to  FCC's  Annual  Report on Form
                  10-K  for the year ended December  31,  1985,
                  and incorporated herein by reference.

          4.2 -   Indenture  between  FCC  and  Republic  Bank,
                  Dallas,  N.A.,  Trustee,  (trusteeship  since
                  transferred   to   The   Bank  of  New  York)
                  including  the  form  of 12 3/4%  Convertible
                  Debentures  due 2000, Series  B  included  as
                  Exhibit 4.2 to  FCC's  Annual  Report on Form
                  10-K  for the year ended December  31,  1985,
                  and incorporated herein by reference.

          4.3 -   Rights   Agreement   between  FCC  and  First
                  Chicago Trust Company  of  New York as Rights
                  Agent included as Exhibit 4.3 to FCC's Annual
                  Report  on  Form  10-K  for  the  year  ended
                  December 31, 1995, and incorporated herein by
                  reference.

         10.1 -   Form of Employment Agreement between  FCC and
                  Messrs.  Arnof,  Brooks, Flick, Gaines, Ryan,
                  Thompson,  Wilson and  Ms.  Lee  included  as
                  Exhibit 10.1  to  FCC's Annual Report on Form
                  10-K for the year ended December 31,1995, and
                  incorporated herein by reference.

         10.2 -   Amended and Restated  FCC  Supplemental  Tax-
                  Deferred  Savings  Plan  included  as Exhibit
                  10.1 to FCC's Annual Report on Form  10-K for
                  the   year   ended  December  31,  1994,  and
                  incorporated herein by reference.

         10.3 -   FCC Retirement Benefit Restoration Plan 
                  included as  Exhibit 10.3 to FCC's Quarterly 
                  Report on Form  10-Q  for the quarter   ended   
                  September  30, 1996, and incorporated herein 
                  by reference.

         10.4 -   Form  of Nonqualified Stock Option  Agreement
                  under the  FCC  1992 Stock Incentive Plan and
                  Form of Restricted  Stock Agreement under the
                  FCC  1992 Stock Incentive  Plan  included  as
                  Exhibit  10.2  to FCC's Annual Report on Form
                  10-K for the year  ended  December  31, 1992,
                  and incorporated herein by reference.

        10.5 -    FCC Amended and Restated 1992 Stock Incentive
                  Plan   included  as  Exhibit  10.4  to  FCC's
                  Quarterly Report on Form 10-Q for the quarter
                  ended September  30,  1996,  and incorporated
                  herein by reference.

        10.6 -    FCC  Supplemental  Executive Retirement  Plan
                  included  as Exhibit  10.6  to  FCC's  Annual
                  Report  on  Form  10-K  for  the  year  ended
                  December 31, 1996, and incorporated herein by
                  reference.

         10.7 -   FCC Directors' Phantom Stock Plan included as
                  Exhibit 10.7  to  FCC's Annual Report on Form
                  10-K for the year ended  December  31,  1996,
                  and incorporated herein by reference.

         10.8 -   FCC Change in Control Severance Plan included
                  as  Exhibit  10.8  to  FCC's Annual Report on
                  Form  10-K  for the year ended  December  31,
                  1996, and incorporated herein by reference.

         10.9 -   FCC 1997 Stock Option Plan

           11 -   Statement Re:  Computation  of  Earnings  Per
                    Share

           15 -   Letter  regarding unaudited interim financial
                  information

           27 -   Financial Data Schedule

        (b)  Reports on Form 8-K.

                  A report  on  Form 8-K dated January 24, 1997
                  was filed by the  Registrant  under  Item  5,
                  Other  Events.   The  document  was  filed to
                  disclose  FCC's  issuance  of a press release
                  dated  January  14,  1997,  announcing  FCC's
                  earnings for the Fourth Quarter of 1996.


                            
                            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 Commerce Corporation
                              (Registrant)



Date: May 14, 1997            /s/ Thomas L. Callicutt,Jr.
      ------------            ---------------------------
                              Thomas L. Callicutt, Jr.
                              Executive Vice President, Controller and
                              Principal Accounting Officer