_____________________________________________________________________________
                           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, 1995


                            Commission file number 0-7931


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


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

                210 Baronne Street                        70112   
              New Orleans, Louisiana                   (Zip Code)
       (Address of principal executive offices)



    Registrant's telephone number, including  area code:  (504)  561-1371


          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, 1995
           _____                          __________________________________


     Common Stock, $5.00 par value                     37,800,730


<PAGE>

                             FIRST COMMERCE CORPORATION
                                       INDEX





Part 1:  Financial Information


Item 1.  Financial Statements                                Page No.

            Consolidated Balance Sheets                          3

            Consolidated Statements of Income                    4

            Consolidated Statements of Changes
                    in Stockholders' Equity                      5

            Consolidated Statements of Cash Flows                6

            Notes to Consolidated Financial Statements           7

            Report of Independent Public Accountants            15

Item 2.  Management's Discussion and Analysis of Financial 
                 Condition and Results of Operations            16
 

Part II:  Other Information                                      32


<PAGE>

<TABLE>
<CAPTION>

                                          CONSOLIDATED BALANCE SHEETS 


(dollars in thousands)                                     September 30        December 31
==================================================================================================
                                                         1995          1994        1994
__________________________________________________________________________________________________
<S>                                                  <C>           <C>           <C>
ASSETS
  Cash and due from banks                            $   348,295   $  360,369    $  424,699
  Interest-bearing deposits in other banks                   151        6,447         4,205
  Securities
     Held to maturity (market value $10,643, 
       $162,039 and $50,487, respectively)                10,642      163,883        52,736
     Available for sale, at market                     2,618,363    2,847,834     2,501,314
  Trading account securities                              12,096          134         8,970   
  Federal funds sold and securities purchased 
     under resale agreements                               3,500       26,020        71,530
  Loans and leases, net of unearned income of 
    $6,254,  $10,068 and $9,093, respectively          4,154,367    3,224,600     3,478,929    
     Allowance for loan losses                           (63,364)     (61,262)      (58,973)
_________________________________________________________________________________________________
        Net loans and leases                           4,091,003    3,163,338     3,419,956
_________________________________________________________________________________________________
  Premises and equipment                                 143,168      125,764       131,365
  Accrued interest receivable                             69,315       58,776        63,677
  Other real estate                                        1,252        6,843         5,924
  Goodwill and other intangibles                          19,831       14,431        15,118
  Other assets                                            48,882       99,534       277,690
_________________________________________________________________________________________________
        Total assets                                  $7,366,498   $6,873,373    $6,977,184
=================================================================================================
        LIABILITIES
    Noninterest-bearing deposits                      $1,232,946   $1,269,968    $1,316,604 
    Interest-bearing deposits                          4,539,550    4,261,642     4,514,844
_________________________________________________________________________________________________
        Total deposits                                 5,772,496    5,531,610     5,831,448
_________________________________________________________________________________________________
  Short-term borrowings                                  771,349      651,311       470,917
  Accrued interest payable                                34,747       20,514        23,084
  Accounts payable and other accrued liabilities          68,804       48,421        54,184
  Long-term debt                                          88,373       89,010        89,031
_________________________________________________________________________________________________
        Total liabilities                              6,735,769    6,340,866     6,468,664
=================================================================================================
STOCKHOLDERS' EQUITY
  Preferred stock, 5,000,000 shares authorized
    Series 1992, 7.25% cumulative convertible, $25 stated value                   
    Issued--2,353,806, 2,398,170 and 2,398,170 shares,     
    respectively                                          58,845       59,954        59,954
  Common stock, $5 par value
    Authorized--100,000,000 shares                   
    Issued--30,512,515, 29,852,490 and 29,882,072      
    shares, respectively                                 152,563      149,262       149,410
  Capital surplus                                        141,322      127,547       127,641
  Retained earnings                                      274,522      246,741       244,550
  Treasury stock -- 491,330 common shares, at cost       (13,263)           -             -
  Unearned restricted stock compensation                  (1,797)        (921)         (592)
  Net unrealized gain (loss) on securities available     
     for sale                                             18,537      (50,076)      (72,443)
_________________________________________________________________________________________________
        Total stockholders' equity                       630,729      532,507       508,520
_________________________________________________________________________________________________
        Total liabilities and stockholders' equity    $7,366,498   $6,873,373    $6,977,184
=================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these 
Consolidated Balance Sheets.
</TABLE>
<PAGE>

                                CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                             Three Months Ended      Nine Months Ended
(dollars in thousands except per share data)                    September 30            September 30
============================================================================================================
                                                                1995       1994        1995       1994
____________________________________________________________________________________________________________
<S>                                                         <C>         <C>        <C>        <C>
INTEREST INCOME
  Interest and fees on loans and leases                      $90,473    $68,187    $253,208   $192,978
  Interest on tax-exempt securities                            1,565      1,839       5,133      5,569
  Interest and dividends on taxable securities                41,893     40,669     124,876    119,679
  Interest on money market investments                           363        534       1,910      2,143
____________________________________________________________________________________________________________
    Total interest income                                    134,294    111,229     385,127    320,369
____________________________________________________________________________________________________________
INTEREST EXPENSE
  Interest on deposits                                        46,867     31,594     131,410     89,362
  Interest on short-term borrowings                            9,053      5,816      22,578     15,218
  Interest on long-term debt                                   2,794      2,809       8,301      8,412
____________________________________________________________________________________________________________
    Total interest expense                                    58,714     40,219     162,289    112,992
____________________________________________________________________________________________________________
NET INTEREST INCOME                                           75,580     71,010     222,838    207,377
PROVISION FOR LOAN LOSSES                                      4,629     (2,550)     10,442    (11,089)
____________________________________________________________________________________________________________
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES           70,951     73,560     212,396    218,466
============================================================================================================
OTHER INCOME
  Deposit fees and service charges                            12,763     12,428      37,886     35,958
  Credit card fee income                                       7,314      6,356      20,910     18,252
  Trust fee income                                             3,769      3,432      11,178     10,626
  Broker/dealer revenue                                        2,090      1,755       6,134      5,632
  ATM fee income                                               1,981      1,640       5,760      4,091
  Other operating revenue                                      7,738      2,866      16,314     11,677
  Securities transactions                                          -    (19,577)    (13,286)   (25,160)
____________________________________________________________________________________________________________
    Total other income                                        35,655      8,900      84,896     61,076
____________________________________________________________________________________________________________
OPERATING EXPENSE
  Salary expense                                              30,827     29,440      91,007     85,473
  Employee benefits                                            6,065      5,899      18,894     18,019
____________________________________________________________________________________________________________
    Total personnel expense                                   36,892     35,339     109,901    103,492
  Net occupancy expense                                        4,910      4,637      14,136     13,448
  Equipment expense                                            5,384      4,630      15,647     12,961
  Professional fees                                            4,280      3,904      11,130     10,691
  FDIC insurance expense                                         279      3,146       6,594      9,395
  Other operating expense                                     17,716     13,624      49,468     40,283
____________________________________________________________________________________________________________
    Total operating expense                                   69,461     65,280     206,876    190,270
____________________________________________________________________________________________________________
INCOME BEFORE INCOME TAX EXPENSE                              37,145     17,180      90,416     89,272
INCOME TAX EXPENSE                                            12,700      5,316      30,473     28,787
____________________________________________________________________________________________________________
NET INCOME                                                    24,445     11,864      59,943     60,485
PREFERRED DIVIDEND REQUIREMENTS                                1,086      1,086       3,259      3,260
____________________________________________________________________________________________________________
INCOME APPLICABLE TO COMMON SHARES                           $23,359    $10,778     $56,684    $57,225
============================================================================================================
EARNINGS PER COMMON SHARE
  Primary                                                      $ .77      $ .36       $1.88      $1.91
  Fully diluted                                                $ .73      $ .36       $1.81      $1.83
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Primary                                                 30,156,501 30,010,466  30,111,244 30,006,847
  Fully diluted                                           36,064,608 30,010,466  36,045,942 35,938,314
============================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated 
Financial Statements.
</TABLE>
<PAGE>

                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                               Net
                                                                                                          Unrealized
                                                                                             Unearned    Gain (Loss)
                                   Preferred                                                Restricted   on Securities
(dollars in thousands                Stock      Common    Capital    Retained   Treasury       Stock      Available
except per share data)            Series 1992   Stock     Surplus    Earnings    Stock     Compensation    for Sale     Total
================================================================================================================================
<S>                                  <C>       <C>        <C>        <C>        <C>            <C>           <C>       <C>
Balance at January 1, 1994           $59,979   $148,758   $125,881   $210,751   $      -       $   (817)     $     -   $544,552
  Net income                               -          -          -     60,485          -              -            -     60,485
  Cash dividends
    Series 1992 preferred stock
        ($1.36 per share)                  -          -          -     (3,260)         -              -            -     (3,260)
    Common stock ($.80 per share)          -          -          -    (20,925)         -              -            -    (20,925)
    Pooled acquisitions                    -          -          -       (275)         -              -            -       (275)
  Conversion of 1,000 shares of   
     preferred stock into 1,164 shares 
     of common stock                     (25)         6         19          -          -              -            -          -
  Common stock issuances -
     32,552 shares                         -        161        634        (35)         -              -            -        760
  Stock options exercised, net of shares
     surrendered in payment and tax
     benefit - 57,567 shares               -        288        533          -          -              -            -        821
  Restricted stock activity                -         49        480          -          -           (104)           -        425
  Change in net unrealized gain (loss)
     on securities available for sale      -          -          -          -          -              -      (50,076)   (50,076)
________________________________________________________________________________________________________________________________
Balance at September 30, 1994        $59,954   $149,262   $127,547   $246,741    $     -        $  (921)    $(50,076)  $532,507
________________________________________________________________________________________________________________________________
Balance at January 1, 1995           $59,954   $149,410   $127,641   $244,550    $     -        $  (592)    $(72,443)  $508,520
  Net income                               -          -          -     59,943          -              -            -     59,943
  Cash dividends
    Series 1992 preferred stock 
      ($1.36 per share)                    -          -          -     (3,259)         -              -            -     (3,259)
    Common stock ($.90 per share)          -          -          -    (26,378)         -              -            -    (26,378)
    Pooled acquisitions                    -          -          -       (275)         -              -            -       (275)
  Conversion of 44,364 shares of preferred
      stock into 51,665 shares of 
      common stock                    (1,109)       258        851          -          -              -            -          -
  Common stock issuances -
     24,770 shares                         -          -        231        (59)       497              -            -        669
  Stock options exercised, net of shares
     surrendered in payment and tax 
     benefit - 28,503 shares               -        143        343          -          -              -            -        486
  Restricted stock activity                -        172      1,343          -          -         (1,205)           -        310
  Issuance and repurchase of
     equal number of shares to acquire
     City Bancorp, Inc.- 516,100 shares    -      2,580     10,913          -    (13,760)             -            -       (267)
  Change in net unrealized gain (loss)
     on securities available for sale      -          -          -          -          -              -       90,980     90,980
________________________________________________________________________________________________________________________________
Balance at September 30, 1995        $58,845   $152,563   $141,322   $274,522   $(13,263)       $(1,797)     $18,537   $630,729
================================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

</TABLE>

<PAGE>


                         CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                       Nine Months Ended
(dollars in thousands)                                                   September 30
===================================================================================================
                                                                     1995              1994
___________________________________________________________________________________________________
<S>                                                                <C>               <C>
OPERATING ACTIVITIES
  Net income                                                       $  59,943         $   60,485
  Adjustments to reconcile net income to net cash 
    provided by operating activities:                                                   
      Provision for loan losses                                       10,442            (11,089)
      Depreciation and amortization                                   14,133             11,542
      Amortization of intangibles                                      1,997              1,713
      Deferred income tax (benefit) expense                           (1,440)             5,743
      Net loss from securities transactions                           13,286             25,160
      Net (gain) loss on loan sales                                     (648)                57
      (Gain) on divestiture of branches                               (3,054)                 -
      (Increase)  decrease in trading account securities              (3,126)               348
      (Increase) in accrued interest receivable                       (5,432)              (960)
      Decrease in other assets                                         8,813             22,485
      Increase in accrued interest payable                            11,500              3,076
      Increase (decrease) in accounts payable and 
        other accrued liabilities                                     16,475            (12,163)
      Other, net                                                      (1,433)              (619)
___________________________________________________________________________________________________
        NET CASH PROVIDED BY OPERATING ACTIVITIES                    120,456            105,778
===================================================================================================
INVESTING ACTIVITIES
  Net decrease in interest-bearing deposits in other banks             4,054             49,141
  Proceeds from sales and calls of securities held to maturity           344                 65
  Proceeds from maturities of securities held to maturity             38,068            666,621
  Purchases of securities held to maturity                              (574)            (5,893)
  Proceeds from sales and calls of securities available for sale     648,581          1,423,012
  Proceeds from maturities of securities available for sale          108,096            219,468
  Purchases of securities available for sale                        (544,434)        (2,001,074)
  Net decrease in federal funds sold and securities purchased
    under resale agreements                                           72,580              4,580
  Proceeds from sales of loans                                        66,943              2,228
  Net (increase) in loans                                           (735,469)          (296,804)
  Cash and due from banks of purchased bank                            4,081                  -
  Divestiture of branches                                             (4,897)                 -
  Purchases of premises and equipment                                (26,761)           (20,631)
  Proceeds from sales of foreclosed assets                             9,376              5,732
  Other, net                                                             239                685
___________________________________________________________________________________________________
    NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                (359,773)            47,130
===================================================================================================
FINANCING ACTIVITIES
  Net (decrease) in demand deposits, NOW accounts,                                     
    money market accounts and savings accounts                      (254,637)          (219,501)
  Net increase in time deposits                                      159,069             61,056
  Net increase (decrease) in short-term borrowings                   300,432            (27,525)
  Payments on long-term debt                                            (658)            (2,165)
  Proceeds from sales of common stock                                    557              1,219
  Cash dividends                                                     (29,587)           (22,810)
  Treasury stock acquired, net of issuances                          (13,263)                 -
___________________________________________________________________________________________________
    NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                 161,913           (209,726)
===================================================================================================    
    (DECREASE) IN CASH AND CASH EQUIVALENTS                          (76,404)           (57,818)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 424,699            417,187
===================================================================================================    
    CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $ 348,295        $  360,369
===================================================================================================
   The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
</TABLE>

<PAGE>
NOTE 1
Summary of Significant Accounting Policies

   The consolidated financial statements include the accounts of First Commerce
Corporation (FCC) and all of its subsidiaries.  All significant intercompany 
accounts and transactions are eliminated. 
   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.  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 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.
   Certain prior year amounts have been reclassified to conform with current 
year financial statement presentation.
   FCC's financial information has been restated to include First Bancshares, 
Inc. and Lakeside Bancshares, Inc. Note 3 includes selected information 
regarding acquisitions.
   The Notes to Consolidated Financial Statements included herein should be 
read in conjunction with the Notes to Consolidated Financial Statements 
included in FCC's 1994 Annual Report to Stockholders.

<PAGE>

NOTE 2
Subsequent Events

   Effective October 2, 1995, Peoples Bancshares, Inc. (Peoples), the parent 
company of Peoples Bank & Trust Company of St. Bernard (Peoples Bank) merged 
into FCC in exchange for approximately 956,184 shares of FCC common stock. 
Peoples Bank was merged into First National Bank of Commerce, a wholly owned 
subsidiary of FCC. The Peoples acquisition will add approximately $172 million
in assets. The acquisition was accounted for as a pooling-of-interests;
accordingly, prior period financial information will be restated in
subsequent reports.
   On October 20, 1995, FCC acquired Central Corporation (Central) of Monroe, 
Louisiana, the parent company of Central Bank in exchange for approximately 
6,790,939 shares of FCC common stock.  Central Bank will retain separate bank 
status and will be a wholly owned subsidiary of FCC.  Central had $830 million 
in assets at September 30, 1995.  The acquisition was accounted for as a 
pooling-of-interests; accordingly, prior period financial information will be 
restated in subsequent reports. 
   Selected separate and combined financial information of FCC, Peoples and 
Central for the nine months ended September 30, 1995 are presented below 
(in thousands, except per share amounts).  

                                        FCC    Peoples  Central Combined
___________________________________________________________________________
Nine Months Ended September 30, 1995
    Net interest income               $222,838   $5,292  $28,417 $256,547
    Other income, excluding
       securities transactions        $ 98,182   $1,563  $12,953 $112,698
    Net income                        $ 59,943   $  347  $ 8,925 $ 69,215
    Earnings per common share
        Primary                       $   1.88   $14.82  $  2.19 $   1.74
        Fully diluted                 $   1.81   $14.82  $  2.19 $   1.70
____________________________________________________________________________


NOTE 3
Acquisitions
   On February 17, 1995, FCC acquired First Bancshares, Inc. (First) in 
exchange for 2,705,537 shares of FCC common stock.  The acquisition was 
accounted for as a pooling-of-interests; accordingly, prior period financial
information has been restated to include this acquisition.
   FCC acquired City Bancorp, Inc. (City) on February 17, 1995 in exchange 
for 516,100 shares of FCC's common stock.  FCC repurchased an equal number 
of shares of its common stock.  The acquisition was accounted for as a
purchase.  The results of operations of City, which are not material, are 
included in the financial statements from the acquisition date.
   On August 3, 1995, FCC completed its acquisition of  Lakeside Bancshares, 
Inc. (Lakeside) in exchange for 984,021
shares of FCC common stock.  The acquisition was accounted for as a 
pooling-of-interests; accordingly prior period financial information has 
been restated.
   Selected separate and combined financial information of FCC and Lakeside 
for the six months ended June 30, 1995 are presented below (in thousands, 
except per share amounts).  

                                        FCC   Lakeside   Combined
___________________________________________________________________________
Six Months Ended June 30, 1995
    Net interest income              $142,756   $4,502   $147,258
    Other income, excluding
       securities transactions       $ 61,022   $1,505   $ 62,527
    Net income                       $ 34,356   $1,142   $ 35,498
    Earnings per common share
        Primary                      $   1.11   $ 2.28   $   1.11
        Fully diluted                $   1.08   $ 2.28   $   1.08
___________________________________________________________________________

<PAGE>

NOTE 4
Securities Held to Maturity

     An analysis of securities held to maturity follows (in thousands):

                                Amortized    Unrealized  Unrealized   Fair
                                  Cost         Gains      (Losses)    Value
===============================================================================
September 30, 1995
_______________________________________________________________________________
Obligations of states
  and political
  subdivisions                   $    112       $  1     $   -        $   113
Other debt securities                 500          -         -            500
Equity securities                  10,030          -         -         10,030
_______________________________________________________________________________
      Total securities held
        to maturity               $10,642       $  1     $   -        $10,643
===============================================================================
September 30, 1994
_______________________________________________________________________________
U.S. Treasury securities         $145,305       $106   ($1,720)      $143,691
Obligations of U.S.
  agencies and
  corporations                      6,765         28      (285)         6,508
Obligations of states
  and political
  subdivisions                      1,797         26         -          1,823
Other debt securities                 500          -         -            500
Equity securities                   9,516          1         -          9,517
_______________________________________________________________________________
      Total securities held
        to maturity               $163,883      $161   ($2,005)       $162,039
===============================================================================


An analysis of the amortized cost and the fair values of securities held to 
maturity by contractual maturity periods follows (in thousands):



                                Amortized    Unrealized  Unrealized   Fair
                                  Cost         Gains      (Losses)    Value
===============================================================================
September 30, 1995
_______________________________________________________________________________
Within one year                  $     40       $-        $-         $   40
One to five years                     572        1         -            573
Five to ten years                       -        -         -              -
After ten years                    10,030        -         -         10,030
_______________________________________________________________________________
      Total securities held
        to maturity               $10,642       $1        $-        $10,643
===============================================================================

<PAGE>

NOTE 5
Securities Available for Sale

     An analysis of securities available for sale follows (in thousands):



                                Amortized    Unrealized  Unrealized   Fair
                                  Cost         Gains      (Losses)    Value
===============================================================================
September 30, 1995
_______________________________________________________________________________
U. S. Treasury securities       $1,504,031   $20,709    $   (594)   $1,524,143
Obligations of  U. S. agencies 
and corporations
   Mortgage-backed securities      864,449     3,971      (11,766)     856,654
   Notes                           120,376     4,437            -      124,813
Obligations of states
  and political
  subdivisions                      85,597    10,638         (112)      96,123
Equity securities                   15,391     1,239            -       16,630
_______________________________________________________________________________
    Total securities 
      available for sale        $2,589,844   $40,991    $ (12,472)  $2,618,363
===============================================================================
September 30, 1994 
_______________________________________________________________________________
U. S. Treasury securities       $1,416,155   $  1,096   $ (11,852)  $1,405,399
Obligations of  U. S. agencies and corporations
   Mortgage-backed securities    1,373,418         82     (75,536)   1,297,964
   Notes                             4,130         89         (20)       4,199
Obligations of states
  and political                                                    
  subdivisions                      97,023     10,706      (1,014)     106,715
Other debt securities                7,623         10          (6)       7,627
Equity securities                   26,512          -        (582)      25,930
_______________________________________________________________________________
    Total securities 
      available for sale       $2,924,861    $ 11,983    $(89,010)  $2,847,834
===============================================================================


     An analysis of the amortized cost and fair values of the securities 
available for sale by contractual maturity periods follows (in thousands):


                                Amortized    Unrealized  Unrealized   Fair
                                  Cost         Gains      (Losses)    Value
===============================================================================
September 30, 1995
_______________________________________________________________________________
Within one year               $  386,328     $    422   $   (182)   $  386,568
One to five years              1,282,782       25,463     (1,125)    1,307,120
Five to ten years                 82,437        2,226       (341)       84,322
After ten years                  838,297       12,880    (10,824)      840,353
_______________________________________________________________________________
      Total securities 
        available for sale    $2,589,844     $40,991    $(12,472)   $2,618,363
===============================================================================

<PAGE>
NOTE 6
Loans and Leases

     The composition of loans and leases was as follows (in thousands):

                                               September 30       December 31
===============================================================================
                                              1995     1994           1994
______________________________________________________________________________
  Loans to individuals - residential mortgages
        First lien                        $  740,974 $  563,120   $  590,760
        Junior lien                           98,129     88,660       90,109
  Loans to individuals - other             1,124,337    884,378      921,850
  Commercial, financial and
    agricultural                             895,034    607,840      725,689
  Real estate                                767,718    617,949      640,618
  Credit card loans                          455,135    389,477      430,509
  Other loans                                 79,294     83,244       88,487
______________________________________________________________________________
Total loans and leases                     4,160,621  3,234,668    3,488,022
  Unearned income                             (6,254)   (10,068)      (9,093)
______________________________________________________________________________
Loans and leases, net
    of unearned income                    $4,154,367 $3,224,600   $3,478,929
==============================================================================



NOTE 7
Impaired Loans

   A loan is considered to be impaired when, based on current information and 
events, it is probable that FCC will be unable to collect all amounts due 
according to the contractual terms of the loan agreement.  Loans that are 
considered to be impaired also meet FCC's criteria for nonaccrual status, and 
no interest income is accrued on impaired loans. 
   As of September 30, 1995, impaired loans totaled $37.5 million, of which 
$5.1 million required a total impairment allowance of $4.6 million. Impaired 
loans for 1995 averaged $34.7 million for the third quarter and $22.9 million 
for the nine-month period.


NOTE 8
Debt

   Total cash payments for interest expense on long-term debt, short-term 
borrowings and deposits were $150,626,000 and $109,887,000 for the nine-month 
periods ended September 30, 1995 and 1994, respectively.

<PAGE>

NOTE 9
Off-Balance Sheet Instruments

   A summary of obligations under financial instruments which are not reflected 
in the consolidated financial statements follows (in thousands):

                                                       September 30
==============================================================================
                                                     1995       1994
______________________________________________________________________________
Commitments to extend credit for loans and
  leases (excluding credit card plans)           $1,172,852  $  947,797
Commitments to extend credit for credit
  card plans                                     $1,759,062  $1,316,725
Commercial letters of credit                     $    5,730      $3,917
Financial standby letters of credit              $   68,631  $   53,779
Performance standby letters of credit            $   21,651  $   17,435
Foreign exchange contracts
  Commitments to purchase                        $    1,046  $      572
  Commitments to sell                            $      960  $      486
When-issued securities
  Commitments to purchase                        $        -  $       25
  Commitments to sell                            $        -  $       25
Interest rate contracts (notional amounts)
  Swaps                                          $        -  $  160,000
  Amortizing interest rate swaps                 $  196,061  $  200,000
  Caps                                           $  350,000  $        -
  Cap corridors                                  $        -  $  100,000
==============================================================================

NOTE 10
Income Taxes

   The components of income tax expense in the consolidated statements of 
income were as follows (in thousands):
                         
                         Three Months Ended      Nine Months Ended
                            September 30            September 30
==============================================================================
                             1995        1994        1995       1994
______________________________________________________________________________
Current                   $14,728      $2,925     $31,913    $23,044
Deferred                   (2,028)      2,391      (1,440)     5,743
______________________________________________________________________________
   Total                  $12,700      $5,316     $30,473    $28,787
==============================================================================

   Income tax expense related to state and foreign income taxes is included 
above and was insignificant in all periods presented.  Income tax expense 
(benefit) related to securities transactions was zero and $(6,852,000) for 
the three-month periods ended September 30, 1995 and 1994, respectively, and 
$(4,650,000) and $(8,806,000) for the nine-month periods ended September 30, 
1995 and 1994, respectively.

<PAGE>

NOTE 10, continued
Income Taxes


   Total income tax expense was different from the amount computed by applying 
the statutory federal income tax rates to pretax income as follows 
(in percentages):

                                    Three Months Ended     Nine Months Ended
                                       September 30           September 30
==============================================================================
                                    1995      1994         1995        1994
______________________________________________________________________________

Federal income tax expense         35.00%    35.00%       35.00%      35.00%
Increase (decrease) resulting from:
  Benefits attributable to                                 
    tax-exempt interest            (2.19)    (5.17)       (2.84)      (2.96)
  Nondeductible expenses            1.06      1.64         1.40         .80
Other items, net                     .32      (.53)         .14        (.59)
______________________________________________________________________________
Actual income tax expense          34.19%    30.94%       33.70%      32.25%
==============================================================================

   Current income taxes payable (receivable) were $4.26 million and $(2.60) 
million at September 30, 1995 and 1994, respectively.

   Deferred income taxes reflect the tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes. There were net
deferred tax assets of $7.81 million and $45.14 million on September 30, 1995 
and 1994, respectively.  The major temporary differences which created deferred 
tax assets and liabilities were as follows (in thousands):

                                             September 30
==============================================================================
                                      1995                   1994
______________________________________________________________________________
                                Deferred  Deferred     Deferred  Deferred
                                  Tax       Tax          Tax        Tax
                                Assets    Liabilities  Assets    Liabilities
______________________________________________________________________________
Allowance for loan losses      $21,355      $    -     $20,578      $    -
Amortization of intangibles      2,710           -       3,137           -
Employee benefits                2,882           -       2,087           -
Interest on nonaccrual loans     1,650           -       2,862           -
Allowance for losses on
   foreclosed assets             1,054           -       3,631           -
Unrealized gain/loss on 
   securities                        -       9,835      26,551           -
Accumulated depreciation             -       4,837           -       5,151
Accrued liabilities                  -       4,568           -       3,944
Bond accretion                       -       2,835           -       4,182
Other                            1,763       1,534       3,600       4,034
______________________________________________________________________________
  Total deferred taxes         $31,414      $23,609     $62,446     $17,311
==============================================================================

   FCC's cash payments for federal income tax liabilities were $24.27 million 
and $34.53 million for the nine months ended September 30, 1995 and 1994, 
respectively.

<PAGE>

NOTE 11
Contingencies

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

<PAGE>


          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

               We  have  reviewed  the  accompanying  consolidated  balance
          sheets of FIRST  COMMERCE CORPORATION  (a Louisiana  corporation)
          and subsidiaries  as of  September 30,  1995  and 1994,  and  the
          related consolidated statements of income for the three-month and
          nine-month periods ended  September 30,  1995 and  1994, and  the
          consolidated statements of  changes in  stockholders' equity  and
          cash flows for  the nine-month periods  ended September 30,  1995
          and 1994.  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,
          1994  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 11, 1995  and
          February 17, 1995, we expressed  an unqualified opinion on  those
          consolidated  financial  statements.     In   our  opinion,   the
          information set forth  in the  accompanying consolidated  balance
          sheet as of December 31, 1994  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, 1995
                                     
<PAGE>                                     
                                     ________________________
                                     SELECTED FINANCIAL DATA 
                                     _______________________
<TABLE>
<CAPTION>

(dollars in thousands except per share data)         1995                       1994
====================================================================================================
                                           Third       Second     First      Fourth       Third
                                          Quarter     Quarter    Quarter     Quarter     Quarter
____________________________________________________________________________________________________
<S>                                     <C>         <C>         <C>         <C>         <C>
AVERAGE BALANCE SHEET DATA
  Total assets                          $7,266,131  $7,044,462  $6,886,622  $6,930,036  $6,793,847
  Earning assets                         6,444,870   6,441,380   6,313,411   6,400,232   6,248,499
  Loans and leases                       3,999,128   3,738,754   3,537,547   3,292,689   3,133,749
  Securities                             2,619,341   2,665,455   2,704,852   3,001,955   3,066,514
  Deposits                               5,850,232   5,794,724   5,755,009   5,585,481   5,554,365
  Long-term debt                            88,597      88,654      88,717      88,990      89,038
  Stockholders' equity                     623,909     589,770     538,870     528,838     538,850
____________________________________________________________________________________________________
INCOME STATEMENT DATA
  Total interest income                  $ 134,294  $  129,124   $ 121,709  $  118,754  $  111,229
  Net interest income                       75,580      74,710      72,548      72,657      71,010
  Net interest income (FTE)                 76,849      76,087      73,925      74,105      72,460
  Provision for loan losses                  4,629       2,881       2,932        (354)     (2,550)
  Other income (exclusive of securities 
  transactions)                             35,655      32,250      30,277      30,171      28,477
  Securities transactions                        -          36     (13,322)    (18,325)    (19,577)
  Operating expense                         69,461      67,606      69,809      73,177      65,280
  Operating income                          24,445      24,207      19,927      19,750      24,589
  Net income                                24,445      24,230      11,268       7,838      11,864
____________________________________________________________________________________________________
KEY RATIOS
  Return on average assets                    1.33%       1.38%        .66%        .45%        .69%
  Return on average total equity             15.54%      16.48%       8.48%       5.88%       8.74%
  Return on average common equity            16.42%      17.52%       8.62%       5.71%       8.93%
  Operating return on average assets          1.33%       1.38%       1.17%       1.13%       1.44%
  Operating return on average total equity   15.54%      16.46%      15.00%      14.82%      18.10%
  Operating return on average common equity  16.42%      17.50%      15.95%      15.79%      19.47%
  Net interest margin                         4.60%       4.73%       4.72%       4.61%       4.62%
  Efficiency ratio                           61.74%      62.40%      66.99%      70.18%      64.67%
  Overhead ratio                              2.02%       2.20%       2.54%       2.67%       2.34%
  Allowance for loan losses to loans and      1.53%       1.58%       1.66%       1.70%       1.90%
  Nonperforming assets to loans and leases
    plus foreclosed assets                     .94%        .90%        .52%        .59%        .76%
  Average loans to deposits ratio            68.36%      64.52%      61.47%      58.95%      56.42%
  Equity ratio                                8.56%       8.56%       8.02%       7.29%       7.75%
  Leverage ratio                              8.20%       8.21%       8.12%       8.11%       8.32%
____________________________________________________________________________________________________
EARNINGS PER COMMON SHARE
   Net income-primary                      $   .77    $    .77     $   .34     $   .22     $   .36
   Operating income-primary                $   .77    $    .77     $   .63     $   .62     $   .78
   Net income-fully diluted                $   .73    $    .72     $   .34     $   .22     $   .36
   Operating income-fully diluted          $   .73    $    .72     $   .60     $   .60     $   .73
   Average primary shares 
    outstanding (in thousands)              30,157      30,089      30,088      30,007      30,010
   Average fully diluted shares 
    outstanding (in thousands)              36,065      36,026      30,088      30,007      30,010

BOOK VALUES (end of period)
   Book value                              $ 19.09    $  18.66    $  16.90    $  15.02    $  15.85
   Tangible book value                     $ 18.42    $  17.98    $  16.20    $  14.52    $  15.36

COMMON STOCK DIVIDENDS
   Cash dividends                          $   .30    $    .30    $    .30    $    .30    $    .30
   Dividend payout ratio                     38.96%      38.96%      88.24%     136.36%      83.33%

COMMON STOCK DATA
   High stock price                        $ 34.50    $  29.75    $  27.25    $  26.76    $  28.75
   Low stock price                         $ 29.25    $  24.00    $  22.00    $  21.75    $  25.75
   Closing stock price                     $ 31.50    $  29.50    $  25.00    $  22.00    $  26.75
   Trading volume                        6,815,541   4,711,340   5,826,590   5,723,897   4,857,105
   Number of stockholders (end of period)    7,949       7,902       8,014       7,808       7,825

NUMBER OF EMPLOYEES (end of period)          3,561       3,615       3,622       3,730       3,787
====================================================================================================
All prior period financial information has been restated to include Lakeside Bancshares, Inc.
</TABLE>
<PAGE>


                              THIRD QUARTER IN REVIEW

               First Commerce  Corporation's  (FCC's) net  income  for  the
          third quarter of 1995  was $24.4 million.   Net income was  $24.2
          million in 1995's second quarter and  $11.9 million in the  third
          quarter of 1994.   There were no  securities transactions in  the
          current quarter.   Securities  transactions resulted  in  minimal
          gains in the second quarter and after tax losses of $12.7 million
          in last year's third quarter. 
               Fully diluted  earnings per  share were  $.73 this  quarter,
          compared to $.72 last quarter and  $.36 for the third quarter  of
          1994.  Return on  average assets was 1.33%  in this quarter,  and
          return on average total equity was 15.54%.
               On August 3, 1995, FCC completed its acquisition of Lakeside
          Bancshares, Inc.  (Lakeside),  the  parent  company  of  Lakeside
          National Bank (LNB), Lake Charles,  Louisiana.  FCC was  required
          by regulators to divest two LNB branches.  The branches were sold
          for a pretax premium of $3.1  million. The quarter also  included
          Lakeside-related merger charges of $2.6 million.  The acquisition
          was accounted for as  a pooling-of-interests; accordingly,  FCC's
          prior period financial information has been restated.
               Several  additional  items  impacted  the  third   quarter's
          results.
            -    Net interest income (FTE) rose 1% over the second quarter
                 and was 6% higher than 1994's third quarter,  mainly
                 on the  strength of loan growth.
            -    Other income,  excluding securities transactions and  the
                 gain on the LNB branch divestiture, increased 1% from the
                 prior quarter and was 14% higher than 1994's third quarter.
            -    The third quarter's operating expense was $69.5  million,
                 compared to $67.6 million last quarter  and  $65.3
                 million in 1994. The current quarter included the $2.6 million
                 in merger-related charges and a $1.1 million expense
                 for an incentive pay plan tied to stock performance.  A $2.9 
                 million refund of FDIC insurance premiums, resulting from the
                 lowering of the FDIC premium on insured deposits, also 
                 impacted operating expense this quarter.
               During  the  third  quarter,   FCC  received  all   required
          approvals for its mergers  with Central Corporation (Central)  of
          Monroe, Louisiana,  and  Peoples Bancshares,  Inc.  (Peoples)  in
          Chalmette, Louisiana.    The  Peoples  merger  was  completed  on
          October 2, 1995 and the Central  merger was completed on  October
          20, 1995.   Both mergers will  be accounted  for as  poolings-of-
          interest;  accordingly,  FCC's  financial  information  will   be
          restated.  One-time pretax expenses related to these mergers  are
          expected to be approximately $17 million in the fourth quarter.  
          These  mergers  increased  FCC's  assets  to  approximately  $8.4
          billion and deposits to approximately $6.8 billion.
               A more  detailed review  of  FCC's financial  condition  and
          earnings for the third  quarter 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 1994 Annual Report.
<PAGE>
          EARNINGS ANALYSIS

          Net Interest Income
               Net interest income (FTE) for the third quarter of 1995  was
          $76.8 million, a 1% increase from last quarter and 6% higher than
          the third quarter  of 1994.   The net interest  margin was  4.60%
          this quarter, compared to 4.73% in  the second quarter and  4.62%
          last year.     
               The increase in net interest income from the second quarter
          reflected loan growth and  a 3% higher  level of average  earning
          assets.  The primary reason for  the decline in the net  interest
          margin was higher deposit costs.  Average loans grew 7% in 1995's
          third quarter from the prior quarter.  Loans increased to 60%  of
          average earning  assets  this quarter,  compared  to 58%  in  the
          second quarter.  These positive factors were partially offset  by
          higher rates  paid  on deposits  and  an increase  in  short-term
          borrowings.  The cost of funds  was 3.51% for the third  quarter,
          12 basis points higher than last quarter.
               When compared  to last  year's same  quarter, the  principal
          cause of the  rise in net  interest income was  28% average  loan
          growth.  Loans were 60% of average earning assets in the  current
          quarter, compared to 50% in the same period of last year.  A  107
          basis point increase  in the securities  yield and  6% growth  in
          average earning assets also contributed to the improvement.  A 96
          basis point increase in the cost of funds partially offset  these
          favorable items  and  caused  the decline  in  the  net  interest
          margin. 
               For the nine months, net interest income (FTE) was $226.9 
          million, a 7% increase from 1994's same period. The net interest  
          margin was 4.68% for the first nine months of 1995, compared to  
          4.51% last year.  These improvements reflect 26% growth in average
          loans and a 129 basis point  rise in the yield on the  securities
          portfolio.    Higher   deposit  costs   partially  offset   these
          improvements. 
               Table 1 presents average balance sheets, net interest income
          (FTE) and interest rates for the third quarters of 1995 and 1994,
          the second quarter of 1995 and the first nine months of 1995  and
          1994.  Table 2 analyzes the components of changes in net interest
          income between these same periods.

          Provision For Loan Losses
               The provision for loan losses was $4.6 million in the  third
          quarter of this year, compared to $2.9 million last quarter and a
          negative $2.6 million  in 1994's third  quarter.   For the  nine-
          month periods,  the provision  was a  positive $10.4  million  in
          1995, compared  to  a negative  $11.1  million last  year.    The
          continuing pace  of  loan  growth led  to  the  increase  in  the
          provision.
               For discussion of the allowance for loan losses, net charge-
          offs and  nonperforming assets,  see the  Credit Risk  Management
          section of this Financial Review.

          Other Income
               Other income, excluding  securities transactions, was  $35.7
          million for the  third quarter,  compared to  $32.3 million  last
          quarter and $28.5  million in 1994's  third quarter.   In  1995's
          third quarter, other income included a  $3.1 million gain on  the
          regulator required divestiture  of two LNB  branches.   Excluding
          the gain on divestiture and securities transactions, other income
          rose 1% from last quarter and 14% over the third quarter of 1994.
               The most significant  increases from  1995's second  quarter
          were in loan-related  ($250,000), credit card  ($206,000, or  3%)
          and trust ($182,000, or 5%) fee income.  Higher loan-related fees
          primarily reflected increased servicing fee and insurance income.
          Higher volumes of transactions  and accounts were the  principal
          causes of the increases in credit card and trust fee income.
<PAGE>               
               The improvement from  last year's third  quarter reflected  
          increases in all categories of other income.  Higher credit  card
          fee income ($958,000)  and the  absence of  unrealized losses  on
          mortgage loans  held  for  sale ($1.1  million  in  1994's  third
          quarter) were the most significant increases.  The rise in credit
          card fee  income  reflected  a continuing  increase  in  business
          volumes.
               For  the   nine-month   period,  other   income,   excluding
          securities transactions,  was $98.2  million, compared  to  $86.2
          million last year.  The rise reflected the gain on the LNB branch
          divestiture and higher credit card,  deposit account and ATM  fee
          income.  Improvements in credit  card ($2.7 million) and  deposit
          account ($1.9 million) fees were mainly related to higher volumes
          of transactions.   ATM fee income  rose $1.7 million,  reflecting
          additional ATMs in service.
               There  were  no  securities  transactions  in  the   current
          quarter.  Securities  transactions resulted in  minimal gains  in
          the second quarter  and pretax losses  of $19.6  million in  last
          year's third  quarter.   For  the nine-month  period,  securities
          transactions were netted pretax losses  of $13.3 million in  1995
          and $25.2 million in 1994.

          Operating Expense
               Operating expense was $69.5 million for the third quarter of
          1995, compared to $67.6 million in  the second quarter and  $65.3
          million in  last  year's third  quarter.   1995's  third  quarter
          included $2.6  million  in  merger-related  charges  and  a  $1.1
          million  expense  for  an  incentive  pay  plan  tied  to   stock
          performance.  Operating expense for 1995's third quarter was also
          impacted by  a $2.9  million refund  of FDIC  insurance  premiums
          resulting from the  lowering of  the FDIC  insurance premiums  on
          insured deposits.
               When  compared  to  the  prior  quarter,  the  increase   in
          operating expense was mainly due to the current quarter's  above-
          mentioned   merger-related   and   incentive   pay   charges.    
          Additionally, increases  were  experienced in  professional  fees
          ($617,000) and nonperforming assets  expense ($328,000).   Higher
          professional fees  were mainly  due to  expenses associated  with
          FCC's ongoing strategic  initiatives and  recruitment expenses.  
          Nonperforming assets expense  reflected lower gains  on sales  of
          foreclosed properties.
               Operating expense rose  $4.2 million from  last year's  same
          quarter.   The increase  mainly reflected  1995's  merger-related
          charges and  higher incentive  pay expense.   Higher  advertising
          costs  and  depreciation  of  branch  automation  equipment  also
          contributed to the rise.
               For the  nine-month  period, operating  expense  was  $206.9
          million in 1995, compared to $190.3 million last year.  The  most
          significant cause of the rise from last year was $5.1 million  in
          merger-related charges  included in  1995's nine-month  period.  
          Additional increases  included higher  advertising and  incentive
          pay expenses, plus depreciation of branch automation equipment.  
          Partially offsetting these increases was the lower FDIC insurance
          cost for 1995.  The FDIC has announced that effective
          January 1, 1996 the rate paid for deposit insurance to the Bank
          Insurance Fund (BIF) by "well capitalized" banks, which includes 
          all five of FCC's banks, has been reduced to zero from the current 
          four basis points.  Additionally, legislation is pending regarding 
          a special one-time assessment on deposits insured by the Savings 
          Association Insurance Fund (SAIF).  FCC has approximately $1.0 
          billion in SAIF insured deposits.  The determination of the timing 
          and exact amount of any special SAIF assessment is expected during 
          the fourth quarter.
          
          FINANCIAL CONDITION ANALYSIS     

          Securities
                The securities portfolio totaled  $2.6 billion at September
          30, 1995, compared  to $2.7  billion at  June 30,  1995 and  $3.0
          billion at  September 30,  1994.   Average securities  were  $2.6
          billion for  the current  quarter of  1995, $2.7  billion in  the
          second quarter  and  $3.1  billion  in  1994's  third  quarter.  
          Securities were 39%  of average earning  assets in this  quarter,
          compared to 41%  in the  prior quarter  and 49%  for last  year's
          third quarter.  Proceeds from maturities of securities were  used
          to fund the loan growth.   
<PAGE>               
               There were no securities transactions net gains or losses in  
          the current quarter. Securities transactions resulted in minimal gain
          in the second quarter of 1995 and pretax losses of $19.6 million in
          last year's third quarter.  For the nine-month period, securities
          transactions resulted in pretax net losses of $13.3 million in 1995 
          and $25.2 million in 1994. The securities portfolio yield was 6.71%
          for the third quarter of 1995,  compared to 6.73% for the  second
          quarter and 5.64% for the third quarter of 1994. 
               Notes 4 and 5  contain additional information on  securities
          held to maturity and available for sale.


          Securities Available for Sale
               As  of  September  30,  1995,  99.6%  of  FCC's   securities
          portfolio was  classified  as  available for  sale.    Securities
          available for sale  were $2.6  billion at  the end  of both  1995
          quarters, compared to $2.8 billion at September 30, 1994. 
               A net unrealized gain,  net of tax, increased  stockholders'
          equity $18.5  million  at  September 30,  1995,  including  gross
          unrealized gains of $41.0 million and gross unrealized losses  of
          $12.5 million.   At June  30, 1995,  there was  a net  unrealized
          gain, net of  tax, of $21.0  million, and at  September 30,  1994
          there was a net unrealized loss of $50.1 million, net of tax.

          Securities Held to Maturity
               Securities held to maturity were $10.6 million at  September
          30, 1995, compared to $49.8 million  at June 30, 1995 and  $163.9
          million at September  30, 1994.   The decline  from last year
          primarily reflects maturities of securities in the held to 
          maturity category. 

          Money Market Investments
               As of  September 30,  1995,  money market  investments  were
          $15.7 million  and  averaged  $26.4 million  for  the  quarter.  
          Average money market investments were $37.2 million in the second
          quarter and  $48.2 million in last year's third quarter.  Money  
          market  investments  were  allowed  to  decline  to   fund
          significant loan growth.

          Loans
               Strong loan  growth  continued  in the  third  quarter  with
          increases across all sectors of the portfolio.  Loans and leases,
          net of unearned  income, were $4.2  billion as  of September  30,
          1995, a 7% rise  from June 30,  1995 and 29%  higher than a  year
          ago.  Average loans increased 7% from the second quarter and were
          up 28% over last year's third quarter. 
               Compared to last quarter, the  strongest loan growth was  in
          commercial, residential mortgage and automobile loans.  Virtually
          all types of  loans increased from  the third quarter  of 1994.  
          Commercial loan growth  from both  periods came  from almost  all
          industry categories.   Strong  loan growth  is  a trend  that  is
          expected  to  continue  throughout  1995.      Note  6   contains
          additional information on loan concentrations.

<PAGE>
          Deposits
               At September 30, 1995 deposits  were $5.8 billion.   Average
          deposits for the third quarter were $5.9 billion, 1% over  1995's
          second quarter and 5% above the third quarter of 1994.  The  most
          significant growth from  the second quarter  was in money  market
          investment deposits.  The increase from 1994's third quarter  was
          mainly due to higher public funds  time deposits of $100,000  and
          over, reflecting FCC's  renewed interest  in that  market.   Core
          deposits were 89% of  average deposits for  both the current  and
          prior quarter, compared to 93% in last year's third quarter. 

          Short-Term Borrowings
               Short-term borrowings were $771.3  million at September  30,
          1995.  During the  third quarter, short-term borrowings  averaged
          $608.7 million, up 25% from last quarter and 13% above the  third
          quarter of  1994.    As a  percent  of  average  interest-bearing
          liabilities,  short-term  borrowings  were  12%  in  the  current
          quarter, compared to  10% last quarter  and 11%  in 1994's  third
          quarter. 

          Off-Balance Sheet Instruments 
               FCC enters into interest  rate contracts with the  objective
          of reducing the sensitivity of net interest income to changes  in
          interest rates.  FCC does  not use off-balance sheet  instruments
          for speculative purposes.  Note 9 provides additional information
          about off-balance sheet instruments.
               The total notional amount  of FCC's interest rate contracts
          was $546 million at September 30, 1995, compared to $860  million
          at the end  of last quarter.   At the  end of  both periods,  the
          estimated fair value of FCC's interest rate contracts was a  loss
          of $3.0 million.
               FCC's generic  interest  rate  swap portfolio  had  a  total
          notional amount of $210 million as of June 30, 1995.  FCC had  no
          generic interest  rate swaps  as of  September  30, 1995  as  $10
          million  matured  and   the  remainder  of   the  portfolio   was
          terminated.  This portfolio primarily  served as a hedge  against
          interest  rate  fluctuations  on   U.S.  Treasury  securities.   
          Additionally, a $100 million cap corridor, which hedged the  cost
          of money market deposits, matured in the third quarter.  Table  3
          summarizes FCC's interest  rate swaps as  of September 30,  1995,
          while Table 4 presents the  changes in FCC's derivative  products
          by type during 1995.
               Interest rate contracts  reduced FCC's  net interest  income
          $1.0 million this  quarter and  $3.2 million  for the  nine-month
          period.  This expense was related to cash payments on  amortizing
          interest rate  swaps,  combined  with  the  amortization  of  the
          premiums paid for interest rate caps.   Table 5 shows the  impact
          of derivative products  by type on  net interest  income for  the
          third quarter and first nine months of 1995.

          Capital and Dividends
               As of September 30, 1995, stockholders' equity was 8.56%  of
          total assets, unchanged from June 30,  1995.  The net  unrealized
          gain  or  loss  on  securities  available  for  sale  (SFAS   115
          adjustment)  is  reflected  as  an  adjustment  to  stockholders'
          equity, net  of  the tax  effect.    This adjustment  was  a  net
          unrealized gain of $18.5 million  and $21.0 million at  September
          30, 1995 and June 30, 1995, respectively.
               Regulatory ratios,  including  leverage, tier  1  and  total
          capital, are  calculated excluding  the effect  of the  SFAS  115
          adjustment.  Table 6 presents FCC's risk-based and other  capital
          ratios as of September 30, 1995 and 1994 and December 31, 1994.  
          All ratios remain well above regulatory minimums.  Under  present
          regulations, all five  of FCC's  banks are  classified as  "well-
          capitalized."
               The Parent Company's sources of funds to pay cash  dividends
          on its common and preferred stock are its net working capital and
          the dividends it receives from the banks.  At September 30, 1995,
          the Parent Company  had $86.6 million  of net  working capital.  
          Additionally, the Parent Company could receive dividends from the
          banks without prior regulatory  approval of $102.7 million,  plus
          an amount  equal  to the  bank's  adjusted net  profits  for  the
          remainder of the year.

          Credit Risk Management
          Nonperforming Assets
               Nonperforming assets were  $39.0 million at  the end of  the
          third quarter, compared  to $34.8 million  at June  30, 1995  and
          $24.6 million at September 30, 1994.  The increase from the prior
          quarter was primarily related to commercial and residential  real
          estate loans.  The most significant contributor to the rise  from
          last year was certain gaming-related loans which were placed   on
          nonaccrual status during 1995's second quarter.  As a percent  of
          loans and foreclosed  assets, nonperforming assets  were .94%  at
          quarter-end, .90% at  the end of  the prior quarter  and .76%  at
          September 30, 1994. 
               At the end  of 1995's  third quarter,  41% of  nonperforming
          loans were contractually  current or no  more than  30 days  past
          due, compared  to 86%  last quarter.   The  change was  primarily
          related to  certain gaming-related  loans  which were  placed  on
          nonaccrual status during  the second quarter.   At September  30,
          1995, loans related to the gaming industry were $108 million,  or
          2.6% of total loans. 
               Loans and  leases  past due  90  days  or more  and  not  on
          nonaccrual status  were  $17.9  million at  September  30,  1995,
          compared to $13.9 million  at the end of  last quarter and  $11.0
          million at September  30, 1994.   The rise  from the  end of  the
          prior quarter was related to government-guaranteed student loans.
          Watch list loans  and foreclosed assets  were $169.5 million  at
          September 30, 1995, compared to $139.8 million at June 30,  1995.
          The  increase  was  mostly  in  the  Type  3,  or  substandard,
          classification  and  reflected   the  acquisition  of   Lakeside,
          combined with the impact of continued loan growth. 
               Table  7  presents  information  on  nonperforming   assets,
          detailed by type, as of September 30, 1995 and 1994 and  December
          31, 1994.

          Allowance for Loan Losses
               The allowance for loan losses was $63.4 million at September
          30, 1995, compared to $61.2 million at the end of last quarter.  
          As a percent of loans and leases, the allowance was 1.53% at  the
          end of this quarter, compared to 1.58% at June 30, 1995 and 1.90%
          at September 30, 1994.  Management believes that the allowance is
          adequate to cover possible losses in the loan portfolio.
               Net charge-offs as a percent of average loans were .25%  for
          the current quarter, compared  to .27% last  quarter and .01%  in
          the third quarter of 1994. The increase in net charge-offs from the
          third quarter of 1994 was primarily caused by an increase in net
          charge-offs on loans to individuals.  For the nine-month period, 
          net charge-offs on credit card loans were 2.3% of average credit 
          card loans in 1995 compared to 1.8% last year.
<PAGE>
               Table 8 presents  the activity  for the  third quarters  and
          first nine months of 1995 and 1994.

<TABLE>
<CAPTION>
TABLE 1.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) <F1> AND 
           INTEREST RATES
===============================================================================================================================
                                           Third Quarter 1995           Second Quarter 1995            Third Quarter 1994
_______________________________________________________________________________________________________________________________
                                       Average                        Average                       Average                 
(dollars in thousands)                 Balance   Interest   Rate      Balance   Interest  Rate      Balance    Interest   Rate
_______________________________________________________________________________________________________________________________
<S>                                 <C>         <C>       <C>       <C>         <C>       <C>     <C>         <C>       <C>
ASSETS                                                                                                  
  EARNING ASSETS                                                                                                        
   Loans and leases                 $3,999,128  $ 91,054   9.04%    $3,738,754  $ 85,175   9.13%  $3,133,749  $ 68,727   8.71%
   Securities                                                                                              
     Taxable                         2,532,709    41,934   6.59      2,571,954    42,324   6.59    2,968,535    40,766   5.47
     Tax-exempt                         86,632     2,211  10.21         93,501     2,442  10.45       97,979     2,648  10.81
_______________________________________________________________________________________________________________________________
    Total securities                 2,619,341    44,145   6.71      2,665,455    44,766   6.73    3,066,514    43,414   5.64
_______________________________________________________________________________________________________________________________
   Interest-bearing deposits 
     in banks                              277         4   5.72            310         4   5.17       15,422       152   3.91 
   Federal funds sold and 
     securities purchased under 
     resale agreements                  12,083       174   5.71         21,472       334   6.28       31,402       358   4.52
   Trading account securities           14,041       186   5.29         15,389       222   5.79        1,412        28   7.88
_______________________________________________________________________________________________________________________________
   Total money market investments       26,401       364   5.49         37,171       560   6.07       48,236       538   4.43
_______________________________________________________________________________________________________________________________
   Total earning assets              6,644,870  $135,563   8.11%     6,441,380  $130,501   8.12%   6,248,499  $112,679   7.17%
_______________________________________________________________________________________________________________________________
NONEARNING ASSETS                                                                                                     
   Other assets <F2>                   683,765                         664,040                       607,761            
   Allowance for loan losses           (62,504)                        (60,958)                      (62,413)   
_______________________________________________________________________________________________________________________________
    Total assets                    $7,266,131                      $7,044,462                    $6,793,847
===============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY                                         
 INTEREST-BEARING LIABILITIES                                                                                                  
   Interest-bearing deposits                                                                                               
   NOW account deposits            $   906,377  $  4,090   1.79%    $  928,261  $  4,269  1.85%   $  899,265  $  3,342   1.47% 
   Money market investment deposits    704,997     5,372   3.02        622,667     3,673  2.37       766,714     3,898   2.02
   Savings and other consumer                                                                       
     time deposits                   2,300,411    27,922   4.81      2,319,717    27,210  4.70     2,205,720    20,306   3.65
   Time deposits $100,000 and over     665,515     9,483   5.65        642,988     9,021  5.63       414,903     4,048   3.88
_______________________________________________________________________________________________________________________________
    Total interest-bearing deposits  4,577,300    46,867   4.06      4,513,633    44,173  3.92     4,286,602    31,594   2.93
______________________________________________________________________________________________________________________________
   Short-term borrowings               608,738     9,053   5.90        485,557     7,473  6.18       538,357     5,816   4.29
   Long-term debt                       88,597     2,794  12.51         88,654     2,768 12.52        89,038     2,809  12.52
_______________________________________________________________________________________________________________________________
   Total interest-bearing 
      liabilities                    5,274,635  $ 58,714   4.42%     5,087,844  $ 54,414  4.29%    4,913,997  $ 40,219   3.25%
_______________________________________________________________________________________________________________________________
NONINTEREST-BEARING LIABILITIES                                                                                                 
AND STOCKHOLDERS' EQUITY                                                                                                        
   Noninterest-bearing deposits      1,272,932                       1,281,091                     1,267,763                     
   Other liabilities                    94,655                          85,757                        73,237                        
   Stockholders' equity                623,909                         589,770                       538,850                       
_______________________________________________________________________________________________________________________________
   Total liabilities and 
       stockholders' equity         $7,266,131                      $7,044,462                    $6,793,847                    
===============================================================================================================================
   Net interest income (FTE) 
       and margin                               $ 76,849   4.60%                $ 76,087  4.73%               $ 72,460   4.62%
===============================================================================================================================
   Net earning assets and spread    $1,370,235             3.69%    $1,353,536            3.83%   $1,334,502             3.92%
===============================================================================================================================
   Cost of funds                                           3.51%                          3.39%                          2.55%
===============================================================================================================================
<FN>
<F1>  Based on a 35% tax rate.                                                                                                   
<F2> Includes mark-to-market adjustment on securities available for sale.                                              
</FN>                                                                
</TABLE>                                                           
<PAGE>

<TABLE>
<CAPTION>
TABLE 1.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) <F1> AND 
          INTEREST RATES (continued)
==============================================================================================================================
                                        Nine Months Ended                            Nine Months Ended             
                                        September 30, 1995                           September 30, 1994
_____________________________________________________________________________________________________________________________
                                   Average                                    Average                                   
(dollars in thousands)             Balance     Interest     Rate              Balance      Interest       Rate
_____________________________________________________________________________________________________________________________
<S>                              <C>           <C>         <C>              <C>           <C>            <C>
ASSETS                                                                                                                  
 EARNING ASSETS                                                                                                         
  Loans and leases               $3,760,167    $254,977     9.06%           $2,990,402    $194,561        8.70%             
  Securities                                                                                                             
    Taxable                       2,570,240     124,983     6.49             3,103,949     119,953        5.16            
    Tax-exempt                       92,661       7,274    10.47                98,216       8,005       10.87            
_____________________________________________________________________________________________________________________________
     Total securities             2,662,901     132,257     6.63             3,202,165     127,958        5.34
_____________________________________________________________________________________________________________________________
  Interest-bearing deposits 
   in banks                             866          36     5.56                48,897       1,267        3.46        
  Federal funds sold and 
   securities purchased                                                                                                 
   under resale agreements           30,622       1,358     5.93                28,623         813        3.80             
  Trading account securities         13,210         522     5.28                 1,541          71        6.16         
_____________________________________________________________________________________________________________________________
    Total money market investments   44,698       1,916     5.73                79,061       2,151        3.64         
_____________________________________________________________________________________________________________________________
    Total earning assets          6,467,766    $389,150     8.04%            6,271,628    $324,670        6.92%           
_____________________________________________________________________________________________________________________________
 NONEARNING ASSETS                                                                                           
  Other assets<F2>                  660,607                                    653,230                                 
  Allowance for loan losses         (61,197)                                   (67,421)                                   
_____________________________________________________________________________________________________________________________
   Total assets                  $7,067,176                                 $6,857,437                                   
=============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                
  INTEREST-BEARING LIABILITIES                                                                                       
  Interest-bearing deposits                                                                                           
   NOW account deposits          $  939,003    $  13,153     1.87%          $   941,981   $ 10,062        1.43%      
   Money market investment 
     deposits                       661,712       12,453     2.52               781,846     11,498        1.97         
   Savings and other consumer 
     time deposits                2,296,843       79,856     4.65             2,182,934     56,809        3.48        
   Time deposits $100,000 
     and over                       626,534       25,948     5.54               405,102     10,993        3.63            
_____________________________________________________________________________________________________________________________
    Total interest-bearing 
      deposits                    4,524,092      131,410     3.88             4,311,863     89,362        2.77            
_____________________________________________________________________________________________________________________________
   Short-term borrowings            506,085       22,578     5.97               551,120     15,218        3.69         
   Long-term debt                    88,656        8,301    12.52                89,832      8,412       12.52         
_____________________________________________________________________________________________________________________________
   Total interest-bearing 
     liabilities                  5,118,833     $162,289     4.24%            4,952,815   $112,992       3.05%       
_____________________________________________________________________________________________________________________________
NONINTEREST-BEARING LIABILITIES                                                                                      
AND STOCKHOLDERS' EQUITY                                                                                               
   Noninterest-bearing deposits   1,276,244                                   1,286,391                                
   Other liabilities                 87,575                                      70,892                             
   Stockholders' equity             584,524                                     547,339                                  
_____________________________________________________________________________________________________________________________
    Total liabilities and 
     stockholders' equity        $7,067,176                                  $6,857,437                                
=============================================================================================================================
    Net interest income (FTE) 
      and margin                                $226,861     4.68%                        $211,678                  4.51%        
=============================================================================================================================
    Net earning assets 
      and spread                 $1,348,933                  3.80%           $1,318,813                  3.87%      
=============================================================================================================================
    Cost of funds                                            3.35%                                       2.41%        
=============================================================================================================================
<FN>
<F1> Based on a 35% tax rate.                                                              
<F2> Includes mark-to-market adjustment on securities available for sale.   
</FN>                                                                         
</TABLE>                      
<PAGE>

<TABLE>
<CAPTION>
TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) <F1>
===================================================================================================================
                                Third Quarter 1995                             Third Quarter 1995              
                            Compared to Second Quarter 1995             Compared to Third Quarter 1994
                             Total     Due to     Due to                  Total      Due to     Due to
                            Increase  Change in  Change in               Increase   Change in  Change in
(dollars in thousands)     (Decrease)   Volume     Rate                 (Decrease)    Volume     Rate
___________________________________________________________________________________________________________________
<S>                          <C>       <C>       <C>                     <C>          <C>       <C>
EARNING ASSETS                                                          
  Loans and leases           $5,879    $5,928    $  (49)                 $22,327      $19,615   $  2,712 
  Securities                                                      
   Taxable                     (390)     (649)      259                    1,168       (6,498)     7,666 
   Tax-exempt                  (231)     (176)      (55)                    (437)        (295)      (142)
___________________________________________________________________________________________________________________
    Total securities           (621)     (825)      204                      731       (6,793)     7,524 
___________________________________________________________________________________________________________________
  Interest-bearing deposits 
     in banks                     -         -         -                     (148)        (196)        48 
  Federal funds sold and 
     securities purchased                                                     
     under resale agreements   (160)     (137)      (23)                    (184)        (261)        77 
  Trading account securities    (36)      (19)      (17)                     158          170        (12)
___________________________________________________________________________________________________________________
   Total money market 
      investments              (196)     (156)      (40)                    (174)        (287)       113 
___________________________________________________________________________________________________________________
   Total interest income     $5,062    $4,947    $  115                  $22,884      $12,535    $10,349 
====================================================================================================================
INTEREST-BEARING LIABILITIES                                                            
  Interest-bearing deposits                                                       
   NOW account deposits      $ (179)  $  (100)   $  (79)                 $   748      $    27    $   721 
   Money market investment 
     deposits                 1,699       530      1,169                   1,474         (336)     1,810 
   Savings and other consumer 
     time deposits              712      (228)       940                   7,616          905      6,711 
   Time deposits $100,000 
     and over                   462       319        143                   5,435        3,084      2,351 
___________________________________________________________________________________________________________________
    Total interest-bearing 
      deposits                2,694       521      2,173                  15,273        3,680     11,593 
___________________________________________________________________________________________________________________
   Short-term borrowings      1,580     1,839       (259)                  3,237          834      2,403 
   Long-term debt                26        (2)        28                     (15)         (14)        (1)
___________________________________________________________________________________________________________________
    Total interest expense   $4,300    $2,358     $ 1,942                $18,495      $ 4,500    $13,995 
___________________________________________________________________________________________________________________
    Change in net interest 
       income (FTE)          $  762    $2,589     $(1,827)               $ 4,389      $ 8,035    $ (3,646)
===================================================================================================================         
<FN> 
<F1> Based on a 35% tax rate.                                                  
</FN>                                                                
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) <F1> (continued)
======================================================================================================
                                          Nine Months Ended September 30, 1995
                                             Compared to Nine Months Ended 
                                                 September 30, 1994   
______________________________________________________________________________________________________
                                             Total             Due to           Due to
                                            Increase          Change in       Change in
(dollars in thousands)                     (Decrease)           Volume           Rate
______________________________________________________________________________________________________
<S>                                         <C>               <C>               <C>
EARNING ASSETS                                          
 Loans and leases                           $60,416           $ 51,900          $  8,516
 Securities                                      
  Taxable                                     5,030            (22,754)           27,784 
  Tax-exempt                                   (731)              (443)             (288)
______________________________________________________________________________________________________            
   Total securities                           4,299            (23,197)           27,496 
______________________________________________________________________________________________________
 Interest-bearing deposits in banks          (1,231)            (1,710)              479 
 Federal funds sold and securities 
   purchased under resale agreements            545                 60               485 
 Trading account securities                     451                463               (12)
______________________________________________________________________________________________________
   Total money market investments              (235)            (1,187)              952 
______________________________________________________________________________________________________
   Total interest income                    $64,480            $27,516           $36,964 
======================================================================================================
INTEREST-BEARING LIABILITIES                                            
 Interest-bearing deposits                                       
  NOW account deposits                      $ 3,091            $   (32)          $  3,123 
  Money market investment deposits              955             (1,942)             2,897
  Savings and other consumer time deposits   23,047              3,098             19,949
  Time deposits $100,000 and over"           14,955              7,620              7,335
______________________________________________________________________________________________________
   Total interest-bearing deposits           42,048              8,744             33,304
______________________________________________________________________________________________________
 Short-term borrowings                        7,360             (1,333)             8,693
 Long-term debt                                (111)              (110)                (1)
______________________________________________________________________________________________________
   Total interest expense                   $49,297            $ 7,301            $41,996
______________________________________________________________________________________________________
   Change in net interest income (FTE)      $15,183            $20,215            $(5,032)
======================================================================================================
<FN> 
<F1>  Based on a 35% tax rate.                                        
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

TABLE 3.  INTEREST RATE SWAPS                                                   
================================================================================================================================
                                                  Weighted        Weighted                              
                                                   Average      Average Rate      Floating                
                                     Notional      Maturity   ________________      Rate        Reset         Underlying 
(dollars in thousands)               Amount        (years)     Receive   Pay        Index      Frequency    Asset/Liability
________________________________________________________________________________________________________________________________
<S>                                 <C>              <C>       <C>     <C>         <C>       <C>        <C>
Amortizing interest rate swaps -                                                        
  receive fixed/pay floating                                                 
  at September 30, 1995             $196,061         1.1       4.35%   5.88%       LIBOR     Quarterly  Certificates of Deposit
================================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

TABLE 4.  CHANGES IN DERIVATIVE PRODUCTS (NOTIONAL AMOUNTS)                                                     
==================================================================================================
                                   Option                  Amortizing              
                                   Based        Generic     Interest     Callable                        
(in thousands)                   Instruments     Swaps     Rate Swaps      Swaps         Total
_________________________________________________________________________________________________
<S>                               <C>          <C>          <C>          <C>          <C>
Balance, December 31, 1994        $450,000     $ 110,000    $200,000     $ 50,000     $ 810,000
   Purchases                             -       400,000           -            -       400,000
   Amortization                          -             -      (3,939)           -        (3,939) 
   Terminations/Maturities        (100,000)     (510,000)          -      (50,000)     (660,000)
_________________________________________________________________________________________________
Balance, September 30, 1995       $350,000     $       -     $196,061    $       -    $ 546,061
=================================================================================================
</TABLE>


<TABLE>
<CAPTION>
TABLE 5.  ANALYSIS OF DERIVATIVE PRODUCT INTEREST INCOME (EXPENSE)                                                      
=================================================================================================        
                                   Option                  Amortizing                              
                                   Based        Generic     Interest     Callable                        
(in thousands)                   Instruments     Swaps     Rate Swaps      Swaps         Total
_________________________________________________________________________________________________
<S>                               <C>          <C>        <C>           <C>            <C>
Three months ended 
  September 30, 1995                                 
 Interest income (expense)        $   31       $  237     $  (832)      $ (101)        $ (665)
 Premium amortization               (380)           -           -            -           (380)
_________________________________________________________________________________________________
Interest income (expense)         $ (349)      $  237     $  (832)      $ (101)        $(1,045)
=================================================================================================
Nine months ended 
  September 30, 1995                                  
   Interest income (expense)      $  611        $ 229     $(2,614)      $ (459)        $(2,233)
   Premium amortization           (1,011)           -           -            -          (1,011)
_________________________________________________________________________________________________
Interest income (expense)         $ (400)       $ 229     $(2,614)      $ (459)        $(3,244)
=================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
TABLE 6. RISK-BASED CAPITAL AND CAPITAL RATIOS              
============================================================================================
                                                  September 30              December 31
(dollars in thousands)                          1995          1994              1994
____________________________________________________________________________________________
<S>                                         <C>            <C>              <C> 
Tier 1 capital                              $  592,361     $  568,152       $  565,845 
Tier 2 capital                                 137,004        127,478          131,098 
____________________________________________________________________________________________
    Total capital                           $  729,365     $  695,630       $  696,943
=============================================================================================
Risk-weighted assets                        $4,322,432     $3,508,011       $3,805,925
=============================================================================================
Ratios at end of period                                                         
  Tier 1 capital                                 13.70%         16.20%           14.87%
  Total capital                                  16.87%         19.83%           18.31%
  Equity ratio                                    8.56%          7.75%            7.29%
  Tangible equity ratio                           8.32%          7.55%            7.09%
  Leverage ratio                                  8.20%          8.32%            8.11%
=============================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
TABLE 7. NONPERFORMING ASSETS 
=====================================================================================================
                                                        September 30                December 31
(dollars in thousands)                                1995        1994                   1994
_____________________________________________________________________________________________________
<S>                                                  <C>        <C>                   <C>   
Nonaccrual loans by type                                
  Loans to individuals-residential mortgages         $  6,017   $  3,747              $  4,612 
  Loans to individuals-other                              267      1,251                   630 
  Commercial, financial and agricultural               17,463      2,029                   910 
  Real estate-commercial mortgages                     10,864     10,480                 8,241 
  Real estate-other                                     2,903        159                   250 
_____________________________________________________________________________________________________
                                                       37,514     17,666                14,643 
_____________________________________________________________________________________________________
Foreclosed assets                               
  Other real estate                                     2,101     10,746                 9,797 
  Other foreclosed assets                                 251        104                   109 
  Allowance for losses on foreclosed assets              (874)    (3,927)               (3,898)
_____________________________________________________________________________________________________                
                                                        1,478      6,923                 6,008 
_____________________________________________________________________________________________________    
    Total nonperforming assets                        $38,992    $24,589               $20,651 
=====================================================================================================
Loans past due 90 days or more and not 
  on nonaccrual status                                $17,897    $11,002               $10,629 
=====================================================================================================
End of period ratios                            
  Nonperforming assets as a percent 
    of loans and leases plus foreclosed        
    assets                                                .94%       .76%                  .59% 
  Allowance for loan losses as a percent 
    of nonperforming loans                             168.91%    346.78%               402.74%
  Loans and leases past due 90 days or                          
    more and not on nonaccrual status 
    as a percent of loans and leases                      .43%       .34%                  .31% 
=====================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

TABLE 8. SUMMARY OF LOAN AND LEASE LOSS EXPERIENCE                                                      
===================================================================================================================
                                                          Three Months Ended              Nine Months Ended       
                                                             September 30                    September 30    
____________________________________________________________________________________________________________________
(dollars in thousands)                                      1995       1994                1995        1994
____________________________________________________________________________________________________________________
<S>                                                        <C>        <C>                 <C>         <C>
Balance at beginning of period                             $61,247    $63,922             $58,973     $73,430 
Purchased allowance                                              -          -               1,142           -
Provision charged to expense                                 4,629     (2,550)             10,442     (11,089)
Loans and leases charged to the allowance                                                       
    Loans to individuals-residential mortgages                  28        105                 134         250 
    Loans to individuals-other                               1,540        595               3,961       1,834 
    Commercial, financial and agricultural                     235        116                 827         546 
    Real estate-commercial mortgages                           100         88                 294         176 
    Real estate-other                                            9          -                   9           -
    Credit card loans                                        3,441      2,048               9,592       6,833 
____________________________________________________________________________________________________________________
      Total charge-offs                                      5,353      2,952              14,817       9,639 
____________________________________________________________________________________________________________________
Recoveries on loans and leases previously 
  charged to the allowance                                                      
    Loans to individuals-residential mortgages                 212        197                 629         929 
    Loans to individuals-other                                 559        578               1,563       1,520 
    Commercial, financial and agricultural                   1,177        891               2,604       2,914 
    Real estate-commercial mortgages                            30        316                 422         723 
    Real estate-other                                           99        171                 237         548 
    Credit card loans                                          759        679               2,149       1,909 
    Other                                                        5         10                  20          17 
____________________________________________________________________________________________________________________
      Total recoveries                                       2,841      2,842               7,624       8,560 
____________________________________________________________________________________________________________________
       Net charge-offs                                       2,512        110               7,193       1,079 
____________________________________________________________________________________________________________________
Balance at end of period                                   $63,364    $61,262             $63,364     $61,262 
====================================================================================================================
Gross annualized charge-offs as a percent 
  of average loans and leases                                  .54%       .38%                .53%        .43% 
Recoveries as a percent of gross charge-offs                 53.07%     96.27%              51.45%      88.81% 
Net annualized charge-offs as a percent of 
  average loans and leases                                     .25%       .01%                .26%        .05% 
Allowance for loan losses as a percent of loans 
  and leases at end of period                                 1.53%      1.90%               1.53%       1.90% 
=====================================================================================================================
</TABLE>                                                        
<PAGE>
                              PART II:  OTHER INFORMATION
                              ____________________________
          
          
          
          Item 1.  Legal Proceedings.

                  Legal proceedings involving FCC were previously  reported
          in its Annual Report on Form 10-K for the year ended December 31,
          1994.  The only  change since that time  is related to a  lawsuit
          that was previously reported. 

                  In the  quarter ended  March  31, 1989,  suit  was filed
          against FCC's wholly-owned  subsidiary, First  National Bank  of
          Commerce (FNBC), among other defendants, in  the matter entitled
          Guidry v. Bank of LaPlace  and others, Civil District  Court for
          the Parish of  Orleans.  Plaintiff  sought to recover  losses on
          certain  investments,  claiming  that  the  defendants  breached
          duties owed to him.  On April 22, 1994,  a jury found  that FNBC
          had breached a  state law duty  to the  plaintiff, and found  it
          partially responsible for plaintiff's loss, which  it determined
          to be $4.5 million, plus interest  from April 17, 1989.   On May
          3, 1994, the court entered judgement against FNBC for 15% of the
          $4.5 million (approximately  $681,000) plus interest  from April
          17, 1989.  On September 15, 1995, the Louisiana Court of Appeal,
          Fourth Circuit, reversed the lower court and held  that FNBC was
          not liable for any  amount to the  plaintiff.  All  parties have
          applied for a  review of the  decision by the  Louisiana Supreme
          Court, and  the applications  were  pending as  of  the date  of
          filing this Form 10-Q.

          Item 2. Changes in Securities.  

                       None.

          Item 3. Defaults Upon Senior Securities.

                       None.

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

                  (a)  A  special meeting of  the shareholders  of FCC  was
          held on  September  18, 1995  for  the purpose  of  approving  an
          Agreement and  Plan of  Merger (the "Plan") pursuant  to which
          Central Corporation  would be  merged into  FCC.   FCC's  Proxy
          Statement dated August 16, 1995 provided details of the terms  of
          the Plan.   68.02%  of total  voting shares  were represented  as
          follows:

                  (b)
          ___________________________________________________________________
                                                                    BROKER
          SUBMISSION OF MATTERS   FOR       AGAINST    ABSTAIN      NONVOTE
          ___________________________________________________________________
          ___________________________________________________________________

          I. Approval of the
             merger of Central
             Corporation 
             into FCC           20,152,743   149,663     95,824        0
          ___________________________________________________________________
          
          Item 5. Other Information.

                       None.
<PAGE>

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

                  (a)  Exhibits:

                       4.1 -Indenture between FCC and  Republic Bank
                            Dallas, N.A. (now NationsBank of Texas, N.A.),
                            Trustee,  including  the   form  of   12  3/4%
                            Convertible  Debenture  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. (now NationsBank of Texas, N.A.),
                            Trustee,  including  the   form  of   12  3/4%
                            Convertible  Debenture  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.

                       11 - Computation of Earnings Per Share

                       15 - Letter regarding unaudited interim financial
                            information

                       27 - Financial Data Schedule

                  (b)  Reports on Form 8-K.

                            None.
<PAGE>

                                     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 14, 1995   By:  /s/ Thomas L. Callicutt, Jr.
                 __________________    ____________________________________
                                           Thomas L. Callicutt, Jr.
                                           Senior Vice  President,  Controller
                                             and Principal Accounting Officer