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 September 30, 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 October 31, 1997
           -----                          ----------------------------------
   Common Stock, $5.00 par value                       39,035,538


                        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             11
               

     Item 2.  Management's Discussion and Analysis of Financial 
                    Condition and Results of Operations             13


Part II:  Other Information                                         28

<TABLE>                         
<CAPTION>
                         
                         FIRST COMMERCE CORPORATION 
                        CONSOLIDATED BALANCE SHEETS 
==============================================================================================================================
                                                                                        September 30         December 31
(dollars in thousands)                                                                      1997                 1996
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                 <C>
ASSETS
  Cash and due from banks                                                               $  350,635          $  440,347
  Interest-bearing deposits in banks                                                            66                 134
  Federal funds sold and securities purchased under resale agreements                       37,000              59,250
  Trading account securities                                                                22,687              13,122
  Securities available for sale, at fair value                                           2,283,087           2,177,529
  Loans, net of unearned income of $777 and $2,589, respectively                         6,322,851           6,217,483
      Allowance for loan losses                                                            (84,374)            (81,606)
------------------------------------------------------------------------------------------------------------------------------
        Net loans                                                                        6,238,477           6,135,877
==============================================================================================================================
  Premises and equipment                                                                   162,153             170,431
  Accrued interest receivable                                                               99,971             105,888
  Other assets                                                                             117,170              87,532
------------------------------------------------------------------------------------------------------------------------------
        Total assets                                                                    $9,311,246          $9,190,110
==============================================================================================================================
LIABILITIES                                                               
  Noninterest-bearing deposits                                                          $1,343,610          $1,436,038
  Interest-bearing deposits                                                              6,103,877           5,868,808
------------------------------------------------------------------------------------------------------------------------------
        Total deposits                                                                   7,447,487           7,304,846
==============================================================================================================================
  Short-term borrowings                                                                    542,866             944,823
  Accrued interest payable                                                                  53,080              44,160
  Accounts payable and other accrued liabilities                                            90,256              91,883
  Long-term debt                                                                           390,774              80,723
------------------------------------------------------------------------------------------------------------------------------
        Total liabilities                                                                8,524,463           8,466,435
==============================================================================================================================
STOCKHOLDERS' EQUITY                                                          
  Preferred stock; 5,000,000 shares authorized, none issued                                      -                   -
  Common stock, $5 par value
      Authorized -- 100,000,000 shares
      Issued -- 39,014,144 and 39,402,926 shares, respectively                             195,071             197,015
  Capital surplus                                                                          163,785             146,390
  Retained earnings                                                                        407,405             373,521
  Treasury stock -- 19,862 and 482,998 common shares, respectively, at cost                 (1,078)            (13,150)
  Unearned restricted stock compensation                                                    (6,444)             (2,956)
  Net unrealized gain on securities available for sale                                      28,044              22,855
------------------------------------------------------------------------------------------------------------------------------
        Total stockholders' equity                                                         786,783             723,675
==============================================================================================================================
        Total liabilities and stockholders' equity                                      $9,311,246          $9,190,110
==============================================================================================================================

The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Balance Sheets.


</TABLE>

<TABLE>                         
<CAPTION>
                         
                         FIRST COMMERCE CORPORATION 
                     CONSOLIDATED STATEMENTS OF INCOME
====================================================================================================================
                                                              Three Months Ended              Nine Months Ended
                                                                 September 30                    September 30
--------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                1997           1996             1997           1996
--------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>              <C>            <C>
INTEREST INCOME                                            
  Interest and fees on loans                               $141,867       $125,134         $417,747       $356,079
  Interest and dividends on taxable securities               32,477         35,127           98,484        107,915
  Interest on tax-exempt securities                           1,441          1,555            4,420          4,741
  Interest on money market investments                          944            522            2,356          2,727
--------------------------------------------------------------------------------------------------------------------    
    Total interest income                                   176,729        162,338          523,007        471,462
====================================================================================================================
INTEREST EXPENSE                                         
  Interest on deposits                                       67,720         55,097          196,184        165,139
  Interest on short-term borrowings                           6,445         10,937           19,512         24,799
  Interest on long-term debt                                  7,426          2,687           19,904          8,014
-------------------------------------------------------------------------------------------------------------------- 
    Total interest expense                                   81,591         68,721          235,600        197,952
====================================================================================================================
NET INTEREST INCOME                                          95,138         93,617          287,407        273,510
PROVISION FOR LOAN LOSSES                                    15,806         12,525           43,806         23,815
--------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES          79,332         81,092          243,601        249,695
====================================================================================================================
OTHER INCOME
  Deposit fees and service charges                           14,159         14,695           42,387         43,904
  Credit card fee income                                     12,420         12,310           39,392         33,413
  Securitization revenue                                      3,783              -            3,783              -
  Trust fee income                                            5,807          5,266           17,037         15,183
  Broker/dealer revenue                                       3,406          2,682            8,880          7,827
  ATM fee income                                              2,680          2,349            7,984          7,247
  Other operating revenue                                     6,140          6,276           18,292         19,305
  Venture capital securities transactions                     3,480         (1,200)           6,489         (1,200)
  Investment securities transactions                            182           (170)             985            953
--------------------------------------------------------------------------------------------------------------------    
    Total other income                                       52,057         42,208          145,229        126,632
====================================================================================================================
OPERATING EXPENSE
  Salary expense                                             39,458         37,268          115,911        110,661
  Employee benefits                                           7,497          6,471           21,926         21,925
--------------------------------------------------------------------------------------------------------------------        
    Total personnel expense                                  46,955         43,739          137,837        132,586
  Equipment expense                                           7,729          6,958           22,339         19,754
  Net occupancy expense                                       5,476          5,141           16,027         15,950
  Communications and delivery expense                         5,083          4,640           15,184         14,283
  Advertising expense                                         3,607          3,521           11,520         10,157
  Professional fees                                           2,958          2,916            8,848          9,566
  FDIC insurance expense                                        344          5,842            1,009          7,057
  Other operating expense                                    12,181         10,857           36,580         32,191
--------------------------------------------------------------------------------------------------------------------        
    Total operating expense                                  84,333         83,614          249,344        241,544
====================================================================================================================
INCOME BEFORE INCOME TAX EXPENSE                             47,056         39,686          139,486        134,783
INCOME TAX EXPENSE                                           15,358         13,155           45,909         45,052
====================================================================================================================
NET INCOME                                                   31,698         26,531           93,577         89,731
PREFERRED DIVIDEND REQUIREMENTS                                   -            698                -          2,116
====================================================================================================================
INCOME APPLICABLE TO COMMON SHARES                         $ 31,698       $ 25,833         $ 93,577       $ 87,615
====================================================================================================================
EARNINGS PER COMMON SHARE            
  Primary                                                  $    .79       $    .68         $   2.36       $   2.26
  Fully diluted                                            $    .77       $    .66         $   2.31       $   2.17
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Primary                                                39,884,260     38,074,386       39,588,741     38,693,526
  Fully diluted                                          42,987,457     42,895,284       42,745,637     43,637,553
====================================================================================================================

The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.


</TABLE>
<TABLE>                                   
<CAPTION>
                                   
                                   FIRST COMMERCE CORPORATION
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
======================================================================================================================
                                                                                                Nine Months Ended
                                                                                                 September 30
----------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                        1997           1996
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>            <C>
OPERATING ACTIVITIES
  Net income                                                                             $   93,577     $   89,731
  Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                              43,806         23,815
      Depreciation and amortization of premises and equipment                                18,812         17,049
      Amortization of intangibles                                                             1,739          2,179
      Deferred income tax (benefit)                                                          (6,017)        (2,142)
      Net deferred loan (fees)                                                               (3,167)        (5,906)
      Net (gain) loss from venture capital securities transactions                           (6,489)         1,200
      Net (gain) from investment securities transactions                                       (985)          (953)
      Net (gain) on branch divestiture                                                            -         (1,137)
      (Increase) in trading account securities                                               (9,565)       (16,660)
      Decrease in accrued interest receivable                                                 3,953            187
      (Increase) in other assets                                                            (17,862)       (13,621)
      Increase in accrued interest payable                                                    8,920          1,265
      Increase in accounts payable and other accrued liabilities                              9,014         16,081
      Other, net                                                                              5,560            552
----------------------------------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                           141,296        111,640
======================================================================================================================
INVESTING ACTIVITIES
  Net decrease in interest-bearing deposits in banks                                             68            657
  Proceeds from sales of securities available for sale                                      523,747              5
  Proceeds from maturities/calls of securities available for sale                           770,374        562,055
  Purchases of securities available for sale                                             (1,383,901)      (197,483)
  Net decrease in federal funds sold and securities purchased under resale agreements        22,250         26,430
  Net (increase) in loans                                                                  (457,492)      (734,920)
  Branch divestiture                                                                              -        (14,410)
  Purchases of premises and equipment                                                       (13,150)       (20,059)
  Proceeds from sales of foreclosed assets                                                   11,662          9,394
  Other, net                                                                                  2,435          1,733
----------------------------------------------------------------------------------------------------------------------
    NET CASH (USED) BY INVESTING ACTIVITIES                                                (524,007)      (366,598)
======================================================================================================================
FINANCING ACTIVITIES
  Net proceeds from sale of securitized credit card receivables                             296,525              -
  Net (decrease) in transaction and savings accounts                                       (122,483)      (201,850)
  Net increase in time deposits                                                             263,143        115,933
  Net increase (decrease) in short-term borrowings                                         (401,957)       360,153
  Issuance of bank notes                                                                    309,153              -
  Payments on long-term debt                                                                    (20)          (156)
  Cash dividends paid                                                                       (46,764)       (42,900)
  Proceeds from issuance of common and treasury stock                                         2,838            407
  Purchase of treasury stock                                                                 (7,436)       (60,508)
----------------------------------------------------------------------------------------------------------------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                               292,999        171,079
======================================================================================================================
    (DECREASE) IN CASH AND CASH EQUIVALENTS                                                 (89,712)       (83,879)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        440,347        497,268
======================================================================================================================
    CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $  350,635     $  413,389
======================================================================================================================
Cash paid during the period for
   Interest expense                                                                      $  226,680     $  196,783
   Income taxes                                                                          $   51,650     $   46,790
======================================================================================================================

The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

</TABLE>

                 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 - SUBSEQUENT EVENT

     On October 20, 1997,  Banc  One  Corporation (Banc One)
and FCC entered into an agreement and plan  of  merger  (the
Merger Agreement), pursuant to which FCC will be merged with
a wholly owned subsidiary of Banc One (the Merger).
     In  accordance  with the terms of the Merger Agreement,
each  share  of  FCC  common   stock   (FCC   Common  Stock)
outstanding immediately prior to the effective  time  of the
Merger (the Effective Time) will be converted into the right
to  receive  1.28  shares  (the  Exchange Ratio) of Banc One
common stock (Banc One Common Stock).   Each  holder  of FCC
Common  Stock  who would otherwise be entitled to receive  a
fractional share of Banc One Common Stock (after taking into
account all of a  shareholder's  certificates)  will receive
cash, in lieu thereof, without interest.
     The Merger Agreement may be terminated by FCC by giving
notice to Banc One if (x) both (i) the average closing price
of  Banc  One  Common  Stock for the five full trading  days
ending two business days before the closing date set for the
merger (the Average Closing  Price)  is less than $49.67 and
(ii)  the  number obtained by dividing the  Average  Closing
Price by $55.19  (the closing price of Banc One Common Stock
on October 17, 1997) is less than the number obtained by (a)
dividing the average  of  the  closing prices of a specified
index  of  bank stocks during the  above-mentioned  five-day
period by the  closing  price  of  such index on October 17,
1997 and (b) subtracting 0.10; or (y)  the  Average  Closing
Price  is  less than $47.46.  If FCC seeks to terminate  the
Merger Agreement pursuant to the conditions set forth in the
preceding sentence,  Banc  One  may  determine,  in its sole
discretion,  to  increase  the  Exchange  Ratio to eliminate
FCC's right to terminate the Merger Agreement.
     The  Merger is intended to constitute a  reorganization
under Section  368(a)  of the Internal Revenue Code of 1986,
as  amended,  and  to  be accounted  for  as  a  pooling-of-
interests.
     In  addition, the Merger  Agreement  contemplates  that
each stock  option or other right to purchase a share of FCC
Common Stock  under  the  stock option and other stock-based
compensation  plans  of FCC (each  an  FCC  Plan),  will  be
converted into and become a right to purchase 1.28 shares of
Banc One Common Stock  in  accordance  with the terms of the
FCC Plan and the FCC option or right agreement  by  which it
is evidenced.
     Consummation  of  the  Merger  is  subject  to  various
conditions, including: (i) receipt of the requisite approval
by  the  shareholders  of  FCC;  (ii)  receipt  of requisite
regulatory  approvals  from  the Board of Governors  of  the
Federal  Reserve  System  and  other   federal   and   state
regulatory authorities; (iii) receipt of opinions as to  the
tax  and  accounting  treatment  of  certain  aspects of the
Merger; (iv) listing, subject to notice of issuance,  of the
Banc  One  Common  Stock to be issued in the Merger; and (v)
satisfaction of certain other conditions.
     The Merger Agreement  and  the Merger will be submitted
for approval at a meeting of the shareholders of FCC.  Prior
to such meeting, Banc One will file a registration statement
with  the  Securities  and Exchange  Commission  registering
under the Securities Act  of  1933, as amended, the Banc One
Common Stock to be issued to the  FCC  shareholders  in  the
Merger,  including  a  prospectus  that will also serve as a
proxy statement for the FCC shareholders' meeting.
     In connection with the Merger Agreement,  Banc  One and
FCC entered into a stock option agreement dated October  20,
1997  (the  Stock  Option  Agreement), pursuant to which FCC
granted to Banc One an option  to  purchase,  under  certain
circumstances, up to 9,689,000 shares of FCC Common Stock at
a price, subject to certain adjustments, of $64.00 per share
(the Option).  The Option is exercisable upon the occurrence
of  certain events, and, if exercised, would give the holder
thereof  the  right  to  acquire, after giving effect to the
exercise of the Option, 19.9%  of the total number of shares
of FCC Common Stock outstanding.   The  Option Agreement was
granted by FCC as a condition and inducement  to  Banc One's
willingness to enter into the Merger Agreement.
     In   connection   with  the  execution  of  the  Merger
Agreement and the Option  Agreement,  FCC amended its Rights
Agreement, dated as of February 27, 1996  (as  amended,  the
Rights  Agreement),  between  FCC  and  First  Chicago Trust
Company  of New York, as rights agent, to provide  that  the
agreements  entered  into in connection with the Merger with
Banc  One would not trigger  the  rights  issued  under  the
Rights Agreement.
     The  merger  is  expected  to be consummated during the
first quarter of 1998.


NOTE 3 - ACCOUNTING FOR INTEREST RATE CONTRACTS

     FCC  uses  various  interest rate  contracts  including
interest rate swaps and option  based  instruments  such  as
floors,  caps  and  collars  to  manage  its  interest  rate
exposure.   Currently,  FCC  has  interest  rate  swaps  and
floors.    These   interest  rate  contracts  hedge  against
interest rate risk by  reducing  either  cash flow or market
value  risk  on  specific  assets  or  liabilities  and  are
accounted for using the hedge accounting  method.   Revenues
or expenses on these contracts are recognized over the lives
of  the  agreements  as  adjustments  to  interest income or
expense of the asset or liability hedged.   Related fees and
any  premiums  paid  or received are deferred and  amortized
over the lives of the  agreements.   Any  realized gains and
losses  resulting  from early termination of  interest  rate
contracts are deferred  and  amortized to the earlier of the
maturity  date  of the hedged asset  or  liability,  or  the
original expiration  date  of the contract.  If the asset or
liability being hedged is disposed  of,  any  unrealized  or
deferred  gain or loss on the related interest rate contract
is included  in  determining  the  gain  or  loss  from  the
disposition.  Any interest rate contracts not qualifying for
deferral  accounting  are  recorded  at  market  value.  Any
changes in market value are recognized in other income.
     The  derivative portfolio's performance is evaluated by
management  on  a  continuous  basis  through  the use of an
effectiveness   report.   Each  derivative's  objective   is
compared to its actual  performance  so  that management can
assess  the  effectiveness  of  FCC's  interest   rate  risk
strategies.


NOTE 4 - CREDIT CARD SECURITIZATION

     On   August  7,  1997,  FCC's  subsidiary  bank,  First
National Bank  of  Commerce (First NBC), issued $300 million
of credit card securities  which  were  backed  by  the cash
flows  from  credit  card  receivables.   The  offering  was
through  a  trust  called First NBC Credit Card Master Trust
and was part of a $750 million shelf registration for credit
card  securities.  First  NBC  retained  the  servicing  and
customer   relationships   of  the  underlying  credit  card
accounts.
     The offering included a publicly offered $259.5 million
series 1997-1, Class A certificates  with  a coupon of 6.15%
and an expected maturity of August, 2002 and  $21 million of
Series 1997-1, Class B certificates with a coupon  of  6.35%
and an expected maturity of September, 2002.   Series 1997-1
also  included  a  privately funded $19.5 million collateral
interest, which was  subordinated to the Class A and Class B
certificates.
     This offering was  accounted  for  as  a sale under the
criteria  established  by  SFAS  No.  125,  "Accounting  for
Transfers    and   Servicing   of   Financial   Assets   and
Extinguishments  of  Liabilities".   The  ongoing accounting
effect  of  securitization is to reduce net interest  income
and  the  provision   for   loan   losses  while  increasing
noninterest  income.   Included  in  the   third   quarter's
noninterest   income  was  $3.8  million  of  securitization
revenue.  Securitization  revenue  represents the net effect
of  the  securitized credit card receivables'  net  interest
income, provision  for  loan losses, credit card fee income,
and gains on sales.  For  the  third  quarter  of  1997, the
securitization  increased  net income $1.5 million, or  $.03
per fully diluted share.


NOTE 5 - LONG-TERM DEBT

     In January 1997, First  NBC established an ongoing bank
note program. At September 30,  1997, bank notes outstanding
totaled $310.1 million, with an average  remaining  maturity
of two years and an effective yield of 6.35%.


NOTE 6 - STOCK-BASED INCENTIVE COMPENSATION PLANS

     On April 21, 1997, FCC's shareholders approved the  FCC
1997  Stock  Option  Plan  (the  "Option  Plan").  Under the
Option  Plan,  all  outstanding  stock  appreciation  rights
(SARs)  were canceled and replaced with stock  options  with
equivalent terms.  On April 25, 1997, each SAR was exchanged
for one newly-issued  option  to purchase one share of FCC's
common  stock.   The options issued  in  exchange  for  SARs
totaled 988,168.   FCC's  closing  stock  price on April 25,
1997 was $39.63.
     During the first quarter of 1997, 254,633 stock options
were granted at a weighted average exercise price of $40.13.
Additionally,   97,947  shares  of  restricted  stock   plus
performance shares  equal  to  50% of restricted shares were
granted on this date.
     At September 30, 1997, FCC's  outstanding stock options
totaled 1,949,530 with a weighted average  exercise price of
$28.65.   Exercisable  stock  options  totaled  846,951   at
September 30, 1997.
     Stock  options are granted at fair value at the date of
the grant.  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.
     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.   The  consummation  of  the  merger  agreement
described  in Note  2  will  constitute  such  a  change  in
control.


NOTE 7 - 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 $.81 and $.68 for
the third quarters of 1997 and 1996,  respectively.  Diluted
eps was $.77 for the third quarter of 1997  and $.66 for the
third  quarter of 1996.  Basic eps was $2.41 and  $2.28  for
the nine-month  periods  ending September 30, 1997 and 1996,
respectively.  For the nine-month  periods  ending September
30,  1997  and  1996,  diluted  eps  was  $2.31  and  $2.17,
respectively.   SFAS  No.  128  is  effective  for financial
statements  issued  for  periods  ending after December  15,
1997.


NOTE 8 - 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  claims cannot be determined. However, after consulting
with legal  counsel,  management believes any such liability
will  not  have  a  material   adverse   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 September 30, 1997, and
the related consolidated statements of income and cash flows
for the three-month  and  nine-month periods ended September
30,  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
October 20, 1997


<TABLE>                        
<CAPTION>
                        
                        FIRST COMMERCE CORPORATION 
                         SELECTED FINANCIAL DATA

(dollars in thousands, except per share data)                        1997                          1996
===================================================================================================================
                                                        Third       Second      First       Fourth      Third
                                                        Quarter     Quarter     Quarter     Quarter     Quarter
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>         <C>         <C>         <C>
AVERAGE BALANCE SHEET DATA
  Total assets                                         $9,244,475  $9,108,807  $9,082,650  $8,843,783  $8,526,062
  Earning assets                                        8,540,522   8,444,555   8,400,237   8,188,195   7,857,391
  Loans - reported                                      6,396,330   6,328,964   6,206,007   5,982,771   5,612,251
  Loans - managed(a)                                    6,575,678   6,328,964   6,206,007   5,982,771   5,612,251
  Securities                                            2,073,360   2,058,183   2,137,468   2,157,419   2,201,775
  Deposits                                              7,470,495   7,462,260   7,372,870   6,950,851   6,792,549
  Long-term debt                                          374,356     340,208     257,275      82,460      85,912
  Stockholders' equity                                    772,416     736,360     723,937     710,131     709,896
-------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Total interest income                                $  176,729  $  175,121  $  171,157  $  169,763  $  162,338
  Net interest income                                      95,138      96,436      95,833      96,232      93,617
  Net interest income (FTE)                                96,910      98,292      97,592      97,776      95,051
  Provision for loan losses                                15,806      14,775      13,225      14,168      12,525
  Other income (exclusive of investment securities 
    transactions)                                          51,875      48,824      43,545      45,498      42,378
  Investment securities transactions                          182         780          23         407        (170)
  Operating expense                                        84,333      82,169      82,842      85,304      83,614
  Net income                                               31,698      32,859      29,020      28,707      26,531
-------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                                   1.36%       1.45%       1.30%       1.29%       1.24%
  Return on average total equity                            16.28%      17.90%      16.26%      16.08%      14.87%
  Return on average common equity                           16.28%      17.90%      16.26%      16.81%      15.31%
  Net interest margin                                        4.51%       4.67%       4.70%       4.76%       4.82%
  Efficiency ratio                                          56.68%      55.85%      58.70%      59.54%      60.84%
  Other income (excluding investment securities transactions)
      as a percent of total revenue (FTE)                   34.87%      33.19%      30.85%      31.76%      30.84%
  Average loans to average deposits                         85.62%      84.81%      84.17%      86.07%      82.62%
  Allowance for loan losses to loans                         1.33%       1.34%       1.31%       1.31%       1.36%
  Nonperforming assets to loans plus foreclosed assets        .64%        .56%        .59%        .51%        .57%
  Allowance for loan losses to nonperforming loans         227.04%     258.92%     255.47%     299.42%     279.00%
  Equity ratio                                               8.45%       8.17%       7.79%       7.87%       8.03%
  Leverage ratio                                             8.07%       7.98%       7.70%       7.76%       7.90%
-------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
  Earnings Per Common Share
    Primary                                            $      .79  $      .83  $      .74  $      .76  $      .68
    Fully diluted                                      $      .77  $      .81  $      .73  $      .72  $      .66

  Common Dividends
    Cash dividends                                     $      .40  $      .40  $      .40  $      .40  $      .35
    Dividend payout ratio                                   50.63%      48.19%      54.05%      52.63%      51.47%

  Book Value (end of period)
    Book value                                         $    20.29  $    19.67  $    18.58  $    18.66  $    17.96
    Tangible book value                                $    19.87  $    19.24  $    18.13  $    18.20  $    17.46

  Common Stock Data
    High stock price                                   $    57.38  $    48.25  $    46.38  $    39.88  $    36.63
    Low stock price                                    $    43.38  $    39.00  $    38.25  $    34.88  $    33.25
    Closing stock price                                $    56.13  $    44.00  $    40.50  $    38.88  $    34.88
    Trading volume (in thousands)                           9,953       8,225       8,049       7,095       9,118
    Number of stockholders (end of period)                  9,008       9,193       9,223       9,319       9,267

  Average Shares Outstanding (in thousands)
    Primary                                                39,884      39,606      39,269      37,771      38,074
    Fully diluted                                          42,987      42,649      42,286      42,256      42,895

NUMBER OF EMPLOYEES (end of period)                         3,939       4,002       4,058       4,036       3,997
===================================================================================================================
(a) Managed portfolio represents the owned loan portfolio plus the securitized credit card receivables.

</TABLE>

THIRD QUARTER IN REVIEW

     First  Commerce  Corporation's  (FCC's)  net income for the third
quarter of 1997 was $31.7 million, compared to  $26.5  million in last
year's third quarter.  Fully diluted earnings per share  were  $.77 in
1997's  third  quarter,  compared to $.66 in the same quarter of 1996.
Return on average equity was  16.28%, and return on average assets was
1.36% for 1997's third quarter.
     On October 20, 1997, FCC entered  into an agreement providing for
the  merger  of  FCC  with  a  wholly  owned subsidiary  of  Banc  One
Corporation  (Banc  One).   Terms  of  the  agreement   call  for  FCC
shareholders to receive 1.28 shares of Banc One common stock  for each
share  of  FCC  common  stock.   The  merger  is  subject  to  various
conditions,  including  shareholder  and  regulatory  approval, and is
expected to be completed in the first quarter of 1998.   In connection
with the merger agreement, FCC also granted to Banc One an  option  to
purchase,  under  certain circumstances, up to 9,689,000 shares of FCC
common  stock.   For  additional  information  concerning  the  merger
agreement  and option,  see  Note  2  to  the  consolidated  financial
statements.
     A detailed  review  of FCC's financial condition and earnings for
the third 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

Credit Card Securitization
     In the past three years, loan growth has outpaced deposit growth,
causing  FCC  to  diversify  its  funding sources.  On August 7, 1997,
FCC's subsidiary bank, First National  Bank  of  Commerce (First NBC),
securitized  $300  million of credit card receivables  for  additional
funding.  First NBC  retained the servicing and customer relationships
of the underlying credit card accounts.
     The ongoing accounting  effect of securitization is to reduce net
interest income and the provision  for  loan  losses  while increasing
noninterest  income.   Included  in  the  third  quarter's noninterest
income  was  $3.8  million of securitization revenue.   Securitization
revenue represents the  net  effect  of  the  securitized  credit card
receivables'  net  interest income, provision for loan losses,  credit
card fee income, and  gains  on sales.  Table 1 presents the impact of
the credit card securitization  on certain income statement line items
and ratios.

Net Interest Income
     Net  interest  income  (FTE) for  the  third  quarter  was  $96.9
million, compared to $95.1 million  in  1996's third quarter.  The net
interest margin was 4.51% this quarter, compared to 4.82% in the third
quarter  of  1996.   As shown in Table 1, securitization  reduced  the
current quarter's net  interest  income  and  net interest margin $1.8
million and eight basis points, respectively.  Adjusted for the impact
of  securitization,  net  interest income rose 4%  from  1996's  third
quarter.  The improvement was  due  to continued loan growth.  Average
managed  loans  (which  include  the  owned  loan  portfolio  and  the
securitized credit card receivables) grew  17%  from last year's third
quarter,  while average earning assets rose 9%, resulting  in  a  more
favorable mix  of  earning  assets.   As  a percent of earning assets,
average  managed  loans  increased  to  77%  in the  current  quarter,
compared  to  71%  in  1996's  third  quarter.  Higher  funding  costs
continue  to  offset the effect of loan growth  on  the  net  interest
margin.  FCC's  cost of funds was 3.79% in the third quarter, compared
to 3.48% in 1996's  same  quarter.  Funding costs have been increasing
for several quarters due to  the  wholesale  funding  begun  in 1996's
fourth  quarter, the customer retention strategy of moving FCC's  best
clients  into   higher   yielding   accounts,  and  the  attrition  of
noninterest-bearing accounts.
     For the first nine months of 1997,  net interest income (FTE) was
$292.8  million,  up  5%  from 1996's same period.   This  improvement
reflects 18% growth in average  loans.   The  net  interest margin was
4.62% for the first nine months of 1997, compared to  4.81% last year.
The decline reflected higher funding costs.
     Table  2  presents  average  balance sheets, net interest  income
(FTE) and interest rates for the third  quarters of 1997 and 1996, and
for  the first nine months of 1997 and 1996.   Table  3  analyzes  the
components of changes in net interest income between these periods.

Provision For Loan Losses
     The  provision  for  loan  losses  was $15.8 million in the third
quarter  of  1997,  compared  to $12.5 million  in  last  year's  same
quarter. The provision exceeded  net  charge-offs  by  $5.5 million in
1997's third quarter, a reflection of both loan growth and  the effect
of  increasing  charge-offs  during  the  last  twelve  months  on the
experience factor used in the allowance calculation, both of which are
expected to be factors in the provision calculation over the next  few
quarters.  As shown in Table 1, the credit card securitization reduced
1997's  third  quarter  provision  $2.8  million.   For the nine-month
periods,  the provision was $43.8 million in 1997, compared  to  $23.8
million in  1996.   Higher  net charge-offs and loan growth caused the
increase.  Economic conditions,  national  and  regional  trends,  net
charge-off  levels,  and  changes  in  the  level  and mix of the loan
portfolio, may cause FCC's provision for loan losses to grow in future
periods.
     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 investment  securities  transactions, was
$51.9  million in the third quarter.  The third quarter's  noninterest
income included  $3.8  million of securitization revenue, $2.5 million
of which would have been  recorded  as credit card fee income prior to
the   securitization.    Excluding  the  impact   of   securitization,
noninterest income was $50.6 million in 1997's third quarter, compared
to $42.4 million in the third  quarter  of  1996.   Improvements  were
experienced in virtually all categories, with the most significant  in
venture  capital  securities  transactions and credit card fee income.
The  venture capital  business realized  a  gain of  $3.5 million from
the sale of securities of companies in which  it invested, compared to
a $1.2 million loss in 1996's third quarter.  FCC  began  its  venture
capital  business in 1994 to provide companies with capital for growth
through expansion  or  acquisition,  satisfying  the corporate finance
needs that traditional bank lending could not meet.   Credit  card fee
income (excluding the impact of securitization) rose $2.6 million,  or
21%,  reflecting  higher  purchase volumes and late charge fee income.
Higher late charge fee income  was  driven  by both volume and pricing
increases.  Additional  increases  were experienced  in  broker/dealer
revenue ($724,000, or 27%) and trust  income  ($541,000,  or  10%) and
were  mainly  related to higher business volumes.  Service charges  on
deposits fell 4%  from 1996's third quarter, reflecting FCC's customer
retention strategy and the attrition of noninterest-bearing accounts.
     For the nine-month  period,  other  income,  excluding investment
securities transactions, was $144.2 million, 15% higher  than in 1996.
Venture  capital  securities  transactions and credit card fee  income
were  the  most significant contributors  to  the  increase.   Venture
capital securities  transactions resulted in gains of $6.5 million for
the first nine months  of  1997,  compared  to  a $1.2 million loss in
1996.  Credit card fee income (excluding the impact of securitization)
increased  $8.5  million, or 25%, due to higher purchase  volumes  and
late charge fee income.   Improvements in trust ($1.9 million, or 12%)
and broker/dealer ($1.1 million, or 13%)  income  mainly  reflected  a
continuing  rise  in business volumes.  Securitization revenue of $3.8
million for the nine-month  period  included  $2.5 million which would
have   been  recorded  as  credit  card  fee  income  prior   to   the
securitization.
     Investment  securities  transactions resulted in pretax net gains
of $182,000 in the third quarter  of  1997,  compared  to  pretax  net
losses  of  $170,000  in last year's same period.  Pretax net gains of
$985,000 and $953,000 were recorded in the nine months ended September
30, 1997 and 1996, respectively.

Operating Expense
     Operating expense was $84.3 million in the third quarter of 1997,
compared to $83.6 million  in  last  year's  same  quarter.  Operating
expense   in   1996's  third  quarter  included  a  one-time   Savings
Association Insurance  Fund (SAIF) recapitalization assessment of $5.3
million.  Excluding this  nonrecurring  charge, operating expense rose
8% from 1996's third quarter, mainly due  to higher personnel expense.
Personnel  expense rose $3.2 million, or 7%,  reflecting  expense  for
incentive pay  tied  to  stock  performance,  annual  merit raises and
higher  pension  expense.  Also contributing to the rise in  operating
expense were higher equipment  ($771,000)  expense  and lower deferred
consumer  loan  origination costs ($736,000).  The rise  in  equipment
expense reflected  increased  depreciation.   Lower  deferred consumer
loan  origination  costs  were  mainly related to fewer indirect  loan
originations.  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 credit card expenses also
contributed to the rise in operating expense.   The  efficiency  ratio
was 56.68% for the current quarter, compared to 57.00% in 1996's third
quarter (excluding the one-time SAIF assessment).
     For  the  nine-months ended September 30, 1997, operating expense
was $249.3 million,  compared to $241.5 million in 1996's same period.
Operating expense for  1996  included the above-mentioned $5.3 million
one-time  SAIF  assessment.   Excluding   this   nonrecurring  charge,
operating  expense was up 6% from last year.  Personnel  expense  rose
$5.3 million, or 4%,  due  to higher stock-based incentive expense and 
annual merit raises.  Higher equipment ($2.6 million),  bank stock tax  
($1.8 million) and advertising ($1.4 million) expenses also contributed 
to the rise in  operating  expense.  For the first nine months of 1997, 
the efficiency ratio was 57.05%, compared to 58.57% for the same period 
in 1996 (excluding the one-time SAIF assessment).
     FCC has established  a  task force to prepare its data processing
and  other  systems  to  be  Year  2000   compliant   and  expects  to
substantially  complete  that project by the end of 1998.   The  total
internal and external costs for system conversions and testing are not
expected to be material.

FINANCIAL CONDITION ANALYSIS

Loans
     Total loans of $6.3 billion at September 30, 1997 are net of $300
million of securitized credit  card receivables.  Managed loans, which
include owned loans plus the securitized credit card receivables, were
$6.6 billion, 14% higher than one  year  ago and 7% greater than year-
end 1996.  Average managed loans for the third  quarter  of  1997 were
$6.6 billion, 17% higher than last year's third quarter.  Loan  growth
continues  to  be broad-based, with the most significant increases  in
commercial and commercial real estate.

Securities
     At September  30, 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 $28  million  at  the  end of the third
quarter, compared to $23 million at December 31, 1996.   Market  value
fluctuations are related to changes in the mix and level of securities
and market interest rates.

Money Market Investments
     Money  market investments were $60 million at September 30, 1997.
Average money  market  investments  for the third quarter of 1997 were
$71 million, compared to $43 million  for  the  third quarter of 1996.
As a percent of average earning assets, money market  investments were
1% for both periods.

Deposits
     At  September 30, 1997, deposits were $7.4 billion,  compared  to
$7.3 billion at year-end 1996.  Average deposits for the third quarter
were $7.5  billion,  10% over 1996's same quarter.  Deposit growth was
primarily related to FCC's retail brokered certificate of deposit (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  $287  million  for  1997's  third   quarter.   Average  core
deposits, which exclude time deposits of $100,000  and  over,  rose 3%
from the third quarter of 1996.

Short-Term Borrowings
     Short-term borrowings were $543 million as of September 30, 1997,
a  43%  decline  from  year-end  1996.   The  decline was due to FCC's
increased use of longer-term wholesale funding  sources.   During  the
third  quarter,  short-term borrowings averaged $487 million, or 6% of
average earning assets,  compared  to  $805 million, or 10% of average
earning assets, for 1996's third quarter.

Long-Term Debt
     At September 30, 1997, long-term debt  was $391 million, compared
to  $81  million  at December 31, 1996.  In January  1997,  First  NBC
established an ongoing  bank  note  program to diversify its wholesale
funding sources.  The increase in long-term  debt  from  year-end 1996
reflects  the  issuance  of  $310  million  of  bank notes under  this
program.

Interest Rate Contracts
     The  total notional amount of FCC's interest  rate  contracts  at
September 30,  1997 was $801 million, compared to $776 million at June
30,  1997.  Table  4  summarizes  FCC's  interest  rate  contracts  at
September  30,  1997.   During  the  third  quarter,  FCC entered into
interest  rate  swaps  with  a  total notional amount of $25  million.
These interest rate swaps convert  a  portion  of  retail brokered CDs
from fixed to floating rate.
     For  the  third quarter and first nine months of  1997,  interest
rate contracts increased  net  interest  income $410,000 and $990,000,
respectively.   At  quarter-end, the estimated  fair  value  of  FCC's
interest rate contracts was $4.4 million.

Liquidity
     In order to enhance  liquidity, FCC has diversified its wholesale
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  has  established a credit card
securitization  program.   On August 7, 1997, First  NBC  issued  $300
million of credit card securities  under  this program.  This issuance
is discussed more completely in the Credit Card Securitization section
of this Financial Review.

Capital and Dividends
     At September 30, 1997, stockholders' equity  was  8.45%  of total
assets, compared to 7.87% at December 31, 1996.  The increase reflects
net  earnings  for  the  nine-month  period,  plus  the  effect of the
conversion  of  SARs  to  stock  options during 1997's second quarter.
Table 6 presents FCC's risk-based  and  other  capital  ratios  as  of
September  30,  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  third  quarter, the Parent Company had $75
million  of  net working capital.  Additionally,  the  Parent  Company
could receive  dividends  from  the  Banks  without  prior  regulatory
approval  of  $77 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  $40  million at the end of the third
quarter, compared to $32 million at year-end  1996.   The increase was
mainly due to commercial real estate loans placed on nonaccrual status.
Nonperforming  assets  were  .64%  of  loans  at  the end of the third
quarter, compared to .51% at December 31, 1996.  65%  of nonperforming
loans were contractually current or no more than 30 days  past  due at
the end of the current quarter, compared to 42% at December 31, 1996.
     Accruing loans past due 90 days or more were $26 million, or .41%
of  loans, at September 30, 1997, compared to $29 million, or .47%  of
loans,  at year-end 1996.  Watch list loans and foreclosed assets were
$199 million  at quarter-end, compared to $157 million at December 31,
1996.
     Table 7 presents information on nonperforming assets, detailed by
type, as of September 30, 1997 and December 31, 1996.

Allowance for Loan Losses
     The allowance for loan losses was $84 million, or 1.33% of loans,
at September 30,  1997, compared to $82 million, or 1.31% of loans, at
year-end 1996.  During the third quarter, the allowance was reduced $9
million related to  the  credit card receivables securitized.  For the
nine months ended September  30,  1997,  the  provision  exceeded  net
charge-offs  by  $11.6 million, reflecting both the strong loan growth
and  the effect of  increasing  charge-offs  during  the  last  twelve
months,  which  impacted  the  experience factor used in the allowance
calculation, both of which are expected to be factors in the provision
calculation over the next few quarters.   Management believes that the
allowance is adequate to cover losses inherent in the loan portfolio.
     For the third quarter, net charge-offs  were $10 million, or .65%
of  loans.  Managed net charge-offs (which include  owned  loans  plus
securitized  credit  card  receivables)  were $12 million in the third
quarter, or .75% of average loans.  Net charge-offs  were  $9 million,
or  .55%  of  loans, in the second quarter of 1997 and $9 million,  or
 .61% of loans, in 1996's third quarter.
     Higher net  charge-offs  of  managed credit card loans caused the
increase in net charge-offs from 1996's  third  quarter.  The increase
in  managed  net  charge-offs from 1997's second quarter  reflected  a
large commercial real  estate  recovery  received  during  the  second
quarter.   For the second consecutive quarter, credit card net charge-
offs declined.   Net  charge-offs of managed credit card loans totaled
$8.6 million, or 3.95%  of  average  credit  card  loans  in the third
quarter, compared to $8.7 million, or 4.16%, in the second quarter and
$9.0 million, or 4.40%, in the first quarter.
     Economic conditions, national and regional trends, net charge-off 
levels,  and  changes in the  level and mix of the loan portfolio, may 
cause FCC's provision for loan losses to grow in future periods.
     Table 8 presents  the  activity  in the allowance for loan losses
for the third quarters and first nine months of 1997 and 1996.

FORWARD LOOKING STATEMENTS

     FCC may from time to time make written  or  oral  forward-looking
statements,  including statements contained in this report  and  other
filings with the Securities and Exchange Commission, in its reports to
stockholders and in other communications by the corporation, which are
made in good faith  by  the  corporation pursuant to the "Safe Harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
     These  forward-looking  statements  are  based  on  a  number  of
assumptions about future events  and  are subject to various risks and
uncertainties which may cause actual results to differ materially from
those in such statements.  These risks  and uncertainties include, but
are not limited to, (i) the strength of the  U.  S. economy in general
and  the  strength  of  the  local  economies  in  which FCC  conducts
operations, (ii) changes in trade, monetary and fiscal  policies, laws
and  regulations  of  government  agencies  and similar organizations,
including  interest rate policies of the Board  of  Governors  of  the
Federal Reserve  System,  (iii)  inflation,  interest rate, market and
monetary fluctuations, (iv) FCC's ability to improve sales and service
quality and to develop profitable new products, (v) the willingness of
users  to  substitute  competitors' products and  services  for  FCC's
products and services, (vi)  the  success of FCC in gaining regulatory
approval of its products and services, when required, (vii) changes in
consumer spending, borrowing and saving habits,  (viii)  the effect of
changes in accounting policies and practices, as may be adopted by the
regulatory  agencies  as  well  as  the Financial Accounting Standards
Board, (ix) the amount and rate of growth  in  FCC's  expenses and its
ability to achieve targeted or projected cost controls,  (x) the costs
and  effects  of  litigation and of unexpected or adverse outcomes  in
such litigation, (xi) technological changes, including the possibility
that FCC's Year 2000  compatibility  project  may  not be completed as
projected  resulting  in losses related to data processing  and  other
systems that may not operate  as  expected, (xii) the possibility that
FCC's merger with Banc One Corporation  may not be completed if one or
more of the conditions of the closing are not met, (xiii) acquisitions
and the integration of acquired businesses,  (xiv) the impact on FCC's
financial  statements  of  nonrecurring accounting  charges  that  may
result from its ongoing evaluation  of  its business strategies, asset
valuations  and  organizational  structures,   (xv)   charge-off   and
delinquency trends, (xvi) the effects of easing of restrictions on the
financial  services  industry,  and  the  effects of  competition from
institutions that can take better advantage  of eased restrictions and
from  new  entries  into  the markets served by FCC,  and  (xvii)  the
success of FCC at managing the risks involved in the foregoing.
     Readers are cautioned  not  to  place  undue reliance on forward-
looking statements made by or on behalf of FCC.   Any  such  statement
speaks  only as of the date it was made.  FCC undertakes no obligation
to update or revise any forward-looking statements.


<TABLE>
<CAPTION>

TABLE 1.  CREDIT CARD SECURITIZATION
=====================================================================================
                                          Three Months Ended September 30, 1997
-------------------------------------------------------------------------------------
                                                                         Excluding
(dollars in thousands,                     Reported     Impact of       Impact of
 except per share data)                      Basis   Securitization  Securitization
======================================================================================
<S>                                         <C>          <C>              <C>
INCOME STATEMENT DATA
  Net interest income                       $95,138      $ 1,809          $96,947
  Net interest income (FTE)                  96,910        1,809           98,719
  Provision for loan losses                  15,806        2,794           18,600
  Other income                               52,057       (1,265)          50,792
  Net income                                 31,698       (1,462)          30,236
======================================================================================
PER COMMON SHARE DATA 
  Net income - fully diluted                $   .77      $(  .03)         $   .74
======================================================================================
KEY RATIOS
  Net interest margin                          4.51%         .08%            4.59%
  Efficiency ratio                            56.68%        (.21)%          56.47%
  Net charge-off ratio                          .65%         .10%             .75%
======================================================================================

</TABLE>

<TABLE>
<CAPTION>

TABLE 2.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE)(a) AND INTEREST RATES
========================================================================================================
                                             Three Months Ended                Three Months Ended
                                             September 30, 1997                September 30, 1996
--------------------------------------------------------------------------------------------------------  
                                        Average                            Average
(dollars in thousands)                  Balance    Interest    Rate        Balance    Interest    Rate
--------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>         <C>      <C>           <C>         <C>   
ASSETS
  EARNING ASSETS
    Loans(b)                         $6,396,330    $142,995    8.88%    $5,612,251    $125,849    8.93%
    Securities
      Taxable                         1,992,994      32,519    6.49      2,114,504      35,177    6.63
      Tax-exempt                         80,366       2,036   10.14         87,271       2,223   10.19
--------------------------------------------------------------------------------------------------------        
        Total securities              2,073,360      34,555    6.64      2,201,775      37,400    6.77
--------------------------------------------------------------------------------------------------------    
    Money market investments             70,832         951    5.33         43,365         523    4.80
--------------------------------------------------------------------------------------------------------        
        Total earning assets          8,540,522    $178,501    8.30%     7,857,391    $163,772    8.30%
--------------------------------------------------------------------------------------------------------  
  NONEARNING ASSETS
    Other assets(c)                     788,842                            746,883
    Allowance for loan losses           (84,889)                           (78,212)
--------------------------------------------------------------------------------------------------------        
        Total assets                 $9,244,475                         $8,526,062
========================================================================================================      
LIABILITIES AND STOCKHOLDERS' EQUITY
  INTEREST-BEARING LIABILITIES
  Interest-bearing deposits
    NOW account deposits             $1,138,176      $6,296    2.19%    $1,056,095      $5,003    1.88%
    Money market investment deposits  1,032,795       9,412    3.61        864,976       6,560    3.02
    Savings and other consumer time 
      deposits                        2,715,637      33,679    4.92      2,778,321      33,148    4.75
    Time deposits $100,000 and over   1,279,066      18,333    5.69        765,098      10,386    5.40
--------------------------------------------------------------------------------------------------------      
      Total interest-bearing deposits 6,165,674      67,720    4.36      5,464,490      55,097    4.01
--------------------------------------------------------------------------------------------------------    
    Short-term borrowings               486,717       6,445    5.25        805,347      10,937    5.40
    Long-term debt                      374,356       7,426    7.92         85,912       2,687   12.44
--------------------------------------------------------------------------------------------------------      
      Total interest-bearing 
        liabilities                   7,026,747    $ 81,591    4.61%     6,355,749    $ 68,721    4.30%
--------------------------------------------------------------------------------------------------------
NONINTEREST-BEARING LIABILITIES
  AND STOCKHOLDERS' EQUITY
  Noninterest-bearing deposits        1,304,821                          1,328,059
  Other liabilities                     140,491                            132,358
  Stockholders' equity                  772,416                            709,896
--------------------------------------------------------------------------------------------------------    
    Total liabilities and 
      stockholders' equity           $9,244,475                         $8,526,062
========================================================================================================
    Net interest income (FTE) and 
      margin                                       $ 96,910    4.51%                  $ 95,051    4.82%
========================================================================================================    
    Net earning assets and interest 
      spread                         $1,513,775                3.69%    $1,501,642                4.00%
========================================================================================================    
    Cost of funds                                              3.79%                              3.48%
========================================================================================================      
      (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>

<TABLE>
<CAPTION>

TABLE 2.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE)(a) AND INTEREST RATES (continued)
========================================================================================================
                                               Nine Months Ended              Nine Months Ended
                                               September 30, 1997             September 30, 1996
--------------------------------------------------------------------------------------------------------
                                            Average                        Average
(dollars in thousands)                      Balance  Interest   Rate       Balance  Interest   Rate
--------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>        <C>     <C>         <C>        <C>    
ASSETS
  EARNING ASSETS
  Loans(b)                               $6,311,130  $421,124   8.92%   $5,354,500  $358,159   8.93%
  Securities
    Taxable                               2,007,189    98,645   6.56     2,196,620   108,065    6.57
    Tax-exempt                               82,246     6,258  10.15        88,558     6,720   10.12
--------------------------------------------------------------------------------------------------------      
      Total securities                    2,089,435   104,903   6.71     2,285,178   114,785    6.70
--------------------------------------------------------------------------------------------------------  
  Money market investments                   61,719     2,367   5.13        72,074     2,732    5.06
--------------------------------------------------------------------------------------------------------      
      Total earning assets                8,462,284  $528,394   8.34%    7,711,752  $475,676    8.24%
--------------------------------------------------------------------------------------------------------  
  NONEARNING ASSETS
    Other assets(c)                         767,866                        782,774
    Allowance for loan losses               (84,246)                       (76,417)
--------------------------------------------------------------------------------------------------------      
      Total assets                       $9,145,904                     $8,418,109
========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
  INTEREST-BEARING LIABILITIES
  Interest-bearing deposits
    NOW account deposits                 $1,199,732  $ 20,308   2.26%   $1,096,272  $ 15,738    1.92%
    Money market investment deposits        949,688    24,077   3.39       848,095    18,938    2.98
    Savings and other consumer time 
      deposits                            2,734,535    99,399   4.86     2,795,005    99,194    4.74
    Time deposits $100,000 and over       1,247,085    52,400   5.62       776,292    31,269    5.38
--------------------------------------------------------------------------------------------------------
      Total interest-bearing deposits     6,131,040   196,184   4.28     5,515,664   165,139    4.00
--------------------------------------------------------------------------------------------------------
  Short-term borrowings                     502,156    19,512   5.20       609,904    24,799    5.43
  Long-term debt                            324,375    19,904   8.18        86,305     8,014   12.40
--------------------------------------------------------------------------------------------------------
      Total interest-bearing liabilities  6,957,571  $235,600   4.52%    6,211,873  $197,952    4.26%
--------------------------------------------------------------------------------------------------------
NONINTEREST-BEARING LIABILITIES
AND STOCKHOLDERS' EQUITY
  Noninterest-bearing deposits            1,304,529                      1,350,799
  Other liabilities                         139,388                        125,868
  Stockholders' equity                      744,416                        729,569
--------------------------------------------------------------------------------------------------------
      Total liabilities and stockholders' 
        equity                           $9,145,904                     $8,418,109
========================================================================================================
      Net interest income (FTE) and 
        margin                                       $292,794   4.62%               $277,724    4.81%
========================================================================================================
      Net earning assets and interest 
        spread                           $1,504,713             3.82%   $1,499,879              3.98%
========================================================================================================
      Cost of funds                                             3.72%                           3.43%
========================================================================================================  
  (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>

<TABLE>
<CAPTION>

TABLE 3.  SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) (a)
==============================================================================================================
                                Three Months Ended September 30, 1997   Three Months Ended September 30, 1997
                                   Compared to Three Months Ended           Compared to Three Months Ended
                                         September 30, 1996                       September 30, 1996
--------------------------------------------------------------------------------------------------------------
                                     Total    Due to     Due to              Total     Due to     Due to
                                   Increase  Change in  Change in          Increase   Change in  Change in
(in thousands)                    (Decrease)   Volume      Rate           (Decrease)    Volume      Rate
--------------------------------------------------------------------------------------------------------------                      
<S>                                <C>       <C>        <C>                <C>        <C>        <C>  
INTEREST INCOME (FTE)
  Loans                            $ 17,146  $ 16,323   $   823            $ 62,965   $ 64,693   $(1,728)
  Securities
    Taxable                          (2,658)   (2,045)     (612)             (9,420)    (9,266)     (154)
    Tax-exempt                         (187)     (175)      (12)               (462)      (480)       18
--------------------------------------------------------------------------------------------------------------      
      Total securities               (2,845)   (2,220)     (624)             (9,882)    (9,746)     (136)
--------------------------------------------------------------------------------------------------------------    
    Money market investments            428       385        42                (365)      (454)       89
--------------------------------------------------------------------------------------------------------------      
      Total interest income (FTE)  $ 14,729  $ 14,488   $   241            $ 52,718   $ 54,493   $(1,775)
==============================================================================================================
INTEREST EXPENSE
  Interest-bearing deposits
    NOW account deposits           $  1,293  $    409   $   884            $  4,570   $  1,577   $ 2,993
    Money market investment 
      deposits                        2,852     1,399     1,453               5,139      2,413     2,726
    Savings and other consumer 
      time deposits                     531      (759)    1,290                 205     (2,171)    2,376
    Time deposits $100,000 and 
      over                            7,947     7,337       610              21,131     19,721     1,410
--------------------------------------------------------------------------------------------------------------      
      Total interest-bearing 
        deposits                     12,623     8,386     4,237              31,045     21,540     9,505
--------------------------------------------------------------------------------------------------------------
    Short-term borrowings            (4,492)   (4,226)     (266)             (5,287)    (4,226)   (1,061)
    Long-term debt                    4,739     6,046    (1,307)             11,890     15,429    (3,539)
--------------------------------------------------------------------------------------------------------------      
      Total interest expense       $ 12,870  $ 10,206   $ 2,664            $ 37,648   $ 32,743   $ 4,905
--------------------------------------------------------------------------------------------------------------      
      Change in net interest 
        income (FTE)               $  1,859  $  4,282   $(2,423)           $ 15,070   $ 21,750   $(6,680)
==============================================================================================================
(a) Changes not solely due to either volume or rate are allocated on a proportional basis.

</TABLE>

<TABLE>
<CAPTION>

TABLE 4.  INTEREST RATE CONTRACTS
======================================================================================================================
                                                                          Weighted Average Rate
                                                                       ---------------------------
                                                                                   Pay
                                                                        Receive  Floating
                       Notional  Market          Maturity               Fixed      Rate    Strike      Underlying
(dollars in thousands)  Amount   Value             Date                 Rate     (LIBOR)    Rate     Asset/Liability
-----------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>           <C>                      <C>       <C>      <C>     <C>
Floors                 $500,000  $   17        December 1998               -%        -%    4.65%   Transaction deposits
Swaps                    10,000      22 February 1998 - February 2000   6.19      5.66        -    Long-term bank notes
Swaps                   191,000   1,016  January 1999 - February 2002   6.40      5.74        -    Retail brokered CDs
Swap                    100,000   3,297         March 2002              7.18      5.78        -         Loans
-----------------------------------------------------------------------------------------------------------------------        
Total at 
September 30, 1997     $801,000  $4,352                                 6.65%     5.75%    4.65%
=======================================================================================================================

</TABLE>


TABLE 5.  NET INTEREST INCOME (EXPENSE) FROM INTEREST RATE CONTRACTS
=============================================================================
(in thousands)                           Floors         Swaps          Total
-----------------------------------------------------------------------------
Three months ended September 30, 1997
Interest income                        $      -     $     552      $     552
Amortization                               (142)            -           (142)
-----------------------------------------------------------------------------
Net interest income (expense)          $   (142)    $     552      $     410
=============================================================================
Nine months ended September 30, 1997
Interest income                        $      -     $   1,416      $   1,416
Amortization                               (426)            -           (426)
-----------------------------------------------------------------------------
Net interest income (expense)          $   (426)    $   1,416      $     990
=============================================================================


TABLE 6. RISK-BASED CAPITAL AND CAPITAL RATIOS
===========================================================================
                                           September 30  December 31
(dollars in thousands)                         1997         1996
---------------------------------------------------------------------------
Tier 1 capital                              $  742,799   $  683,190
Tier 2 capital                                 130,728      126,993
---------------------------------------------------------------------------
    Total capital                           $  873,527   $  810,183
===========================================================================
Risk-weighted assets                        $6,593,689   $6,294,032
===========================================================================
Ratios
  Leverage ratio                                  8.07%        7.76%
  Tier 1 capital                                 11.27%       10.85%
  Total capital                                  13.25%       12.87%
  Equity ratio                                    8.45%        7.87%
  Tangible equity ratio                           8.29%        7.69%
===========================================================================

<TABLE>
<CAPTION>

TABLE 7. NONPERFORMING ASSETS
========================================================================================
                                                              September 30   December 31
(dollars in thousands)                                            1997          1996
----------------------------------------------------------------------------------------
<S>                                                            <C>            <C>
Nonaccrual loans by type
    Loans to individuals-residential mortgages                 $  8,585       $  7,908
    Loans to individuals-other                                    1,403          1,007
    Commercial, financial and other                              10,940         11,037
    Real estate-commercial mortgages                             15,583          6,687
    Real estate-construction and other                              651            616
----------------------------------------------------------------------------------------
       Total nonaccrual loans                                    37,162         27,255
----------------------------------------------------------------------------------------
Foreclosed assets                                                 3,154          4,600
----------------------------------------------------------------------------------------
       Total nonperforming assets                              $ 40,316       $ 31,855
========================================================================================
Loans past due 90 days or more and not on nonaccrual status    $ 25,620       $ 29,451
========================================================================================
Ratios
  Nonperforming assets as a percent of loans plus foreclosed     
    assets                                                          .64%           .51%
  Allowance for loan losses as a percent of nonperforming loans  227.04%        299.42%
  Loans past due 90 days or more and not on nonaccrual status
       as a percent of loans                                        .41%           .47%
========================================================================================

</TABLE>

<TABLE>
<CAPTION>

TABLE 8. SUMMARY OF LOAN LOSS EXPERIENCE
================================================================================================
                                                      Three Months Ended      Nine Months Ended
                                                         September 30            September 30
(dollars in thousands)                                  1997     1996          1997     1996
------------------------------------------------------------------------------------------------
<S>                                                  <C>       <C>           <C>       <C>    
Allowance for loan losses at beginning of period     $ 87,713  $ 75,332      $ 81,606  $ 75,845
Allowance related to receivables sold                 (8,790)         -        (8,790)        -
Provision for loan losses                              15,806    12,525        43,806    23,815
Loans charged to the allowance
    Loans to individuals-residential mortgages              4       234            41       286
    Loans to individuals-other                          5,464     4,798        16,290    11,345
    Commercial, financial and other                       204       373         1,516       654
    Real estate-commercial mortgages                      227        37           248        38
    Real estate-construction and other                      -         -             2         -
    Credit card loans                                   7,597     6,545        27,416    17,400
------------------------------------------------------------------------------------------------      
      Total charge-offs                                13,496    11,987        45,513    29,723
------------------------------------------------------------------------------------------------
Recoveries on loans previously charged to the allowance
    Loans to individuals-residential mortgages             72       178           303       326
    Loans to individuals-other                          1,356     1,376         4,007     3,451
    Commercial, financial and other                       605       689         2,094     2,165
    Real estate-commercial mortgages                       79       243         3,709       520
    Real estate-construction and other                     24        29            32       191
    Credit card loans                                   1,005       925         3,120     2,720
------------------------------------------------------------------------------------------------
      Total recoveries                                  3,141     3,440        13,265     9,373
------------------------------------------------------------------------------------------------
        Net charge-offs                                10,355     8,547        32,248    20,350
------------------------------------------------------------------------------------------------
Allowance for loan losses at end of period           $ 84,374  $ 79,310      $ 84,374  $ 79,310
================================================================================================
Gross annualized charge-offs as a percent of 
  average loans                                           .84%      .85%          .96%      .74%
Recoveries as a percent of gross charge-offs            23.27%    28.70%        29.15%    31.53%
Net annualized charge-offs as a percent of average   
  loans                                                   .65%      .61%          .68%      .51%
Allowance for loan losses as a percent of loans at   
  end of period                                          1.33%     1.36%         1.33%     1.36%
================================================================================================

</TABLE>


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

Item 1.  Legal Proceedings

                  In   the   suit   by   First   Trust   National
             Association  (First  Trust)  against  FCC's  wholly
             owned subsidiary,  First  National  Bank of Commerce
             (First NBC),   reported  in  FCC's   Form  10-Q  for  the
             quarter ended June 30, 1997,  First NBC  filed an  answer
             to  the  suit,  together  with  a  counterclaim  and
             third  party  claims,  on   August  15,  1997.   The
             answer  contends that  First NBC acted properly under the
             circumstances,  that  the  suit is  time-barred  and
             that  First Trust lacks  standing to bring the suit.
             The  counterclaim seeks  attorneys  fees  and  costs
             against  First  Trust,  and the  third party  claims
             seek  to  hold  responsible  various  individuals and 
             entities which supplied documentation to First NBC on  which it 
             relied.   Motions  to  dismiss  First NBC's  third  party 
             claims  have  been  filed.  The motions  assert that 
             First NBC's   claims  are  barred  by   the   statute  of 
             limitations  and  cannot be  brought as  third party 
             claims.  A  trial date in  the suit  is  tentatively 
             set for May, 1999, but First NBC intends to bring motions 
             earlier to  dismiss  the suit  on the  grounds  that  
             First  Trust  lacks  standing  and that the  suit is 
             time-barred.
                  FCC and its  subsidiaries  have been  named  as
             defendants  in  various other  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, but is not expected to 
             be material.

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:


          2.1 -   Agreement and  Plan of  Merger  between  FCC, 
                  Delta  Acquisition  Corporation and Banc One 
                  Corporation  included  as  Exhibit  99.2  to
                  Banc One Corporation's Current Report on Form
                  8-K filed October 29, 1997 (File No. 1-8552),
                  and incorporated herein by reference.

          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 -   Amendment to Rights Agreement between FCC and
                  First Chicago  Trust  Company  of New York as
                  Rights Agent.

          4.4 -   Option   Agreement   between FCC and Banc One 
                  Corporation included as Exhibit  99.3 to Banc  
                  One  Corporation's Current Report on Form 8-K 
                  filed October 29, 1997  (File  No.  1-8552),  
                  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 -   FCC  Amended  and  Restated Supplemental Tax-
                  Deferred Savings Plan.

         10.3 -   FCC Amended and Restated  Retirement  Benefit
                  Restoration Plan.

         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  included  as
                  Exhibit  10.9 to FCC's  Quarterly  Report  on
                  Form 10-Q  for  the  quarter  ended March 31,
                  1997, and incorporated herein by reference.

           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 July 21, 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  July  15,  1997, announcing
             FCC's earnings for the Second Quarter of 1997.




                          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: November 12, 1997       /s/ Thomas L. Callicutt, Jr.
      -------------------     ----------------------------
                              Thomas L. Callicutt, Jr.
                              Executive    Vice   President,
                              Controller and
                              Principal Accounting Officer