<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549
                                        


    [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the Quarterly Period Ended March 31, 1998, or



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


                          Commission file number 03502


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



            Nebraska                                          47-0523079
--------------------------------------------             -----------------------
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)
 
 
   One First National Center  Omaha, NE                          68102
--------------------------------------------             -----------------------
  (Address of principal executive offices)                     (Zip Code)
 
 
 
Registrant's telephone number, including area code           (402) 341-0500
                                                         -----------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes    X      No       .
                                        --------    -------


As of May 8, 1998, the number of outstanding shares of the registrant's common
stock ($5.00 par value) was 335,000.
<PAGE>
 
Part I. Item 1.  Financial Statements

                        FIRST NATIONAL OF NEBRASKA, INC.
                 Consolidated Statements of Financial Condition
                                  (Unaudited)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Assets                                                                                         March 31,        December 31,
                                                                                                  1998               1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                 <C>      
                                                                                                       (In Thousands)
 
Cash and due from banks                                                                   $      450,100      $      428,832
Federal funds sold and other short-term investments                                              327,104             327,010
-----------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                        777,204             755,842
 
Securities available-for-sale (amortized cost $323,893,000 and $378,714,000)                     326,142             381,337
Securities held-to-maturity (fair value $820,481,000 and $874,646,000)                           819,056             872,907
 
Loans                                                                                          5,259,906           5,010,982
     Less:  Allowance for loan losses                                                            119,226             128,990
            Unearned income                                                                       14,068              13,380
 ----------------------------------------------------------------------------------------------------------------------------
          Net loans                                                                            5,126,612           4,868,612
 
Premises and equipment, net                                                                      130,284             129,163
Other assets                                                                                     307,681             324,160
-----------------------------------------------------------------------------------------------------------------------------
           Total assets                                                                   $    7,486,979      $    7,332,021
=============================================================================================================================
 
Liabilities and Stockholders' Equity
-----------------------------------------------------------------------------------------------------------------------------
Deposits:
     Noninterest-bearing                                                                  $      879,566      $      842,195
     Interest-bearing                                                                          5,672,307           5,558,850
-----------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                       6,551,873           6,401,045
 
Federal funds purchased and securities sold under repurchase agreements                          161,136             217,891
Other liabilities                                                                                111,109              80,530
Other borrowings                                                                                  38,658              28,446
Capital notes                                                                                     93,557              94,052
-----------------------------------------------------------------------------------------------------------------------------
           Total liabilities                                                                   6,956,333           6,821,964
 
Stockholders' equity:
     Common stock, $5 par value, 346,767 shares authorized,
          335,000 shares issued and outstanding                                                    1,675               1,675
     Additional paid-in capital                                                                    2,515               2,515
     Retained earnings                                                                           524,979             504,184
     Net unrealized appreciation on available-for-sale securities,
          net of tax                                                                               1,477               1,683
----------------------------------------------------------------------------------------------------------------------------- 
          Total stockholders' equity                                                             530,646             510,057
-----------------------------------------------------------------------------------------------------------------------------
          Total liabilities and stockholders' equity                                      $    7,486,979      $    7,332,021
=============================================================================================================================
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>
 
                       FIRST NATIONAL OF NEBRASKA, INC.
                       Consolidated Statements of Income
                                  (Unaudited)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                       Quarter Ended March 31,
                                                                                       1998               1997
---------------------------------------------------------------------------------------------------------------
                                                                (In Thousands, Except Share and Per Share Data)
 
<S>                                                                               <C>                <C>   
Interest income:
     Interest and fees on loans and lease financing                                  $174,341          $182,379
     Interest on securities:
          Taxable interest income                                                      17,864            13,534
          Nontaxable interest income                                                      215               261
     Interest on federal funds sold
          and other short-term investments                                              3,878             3,162
---------------------------------------------------------------------------------------------------------------
              Total interest income                                                   196,298           199,336
---------------------------------------------------------------------------------------------------------------
Interest expense:
     Interest on deposits                                                              74,391            68,047
     Interest on commercial paper and
          commercial paper based borrowings                                                --             3,860
     Interest on federal funds purchased and
          securities sold under repurchase agreements                                   1,870             1,558
     Interest on other borrowings and capital notes                                     2,448             1,999
---------------------------------------------------------------------------------------------------------------
               Total interest expense                                                  78,709            75,464
---------------------------------------------------------------------------------------------------------------
Net interest income                                                                   117,589           123,872
Provision for loan losses                                                              38,140            49,583
---------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                                    79,449            74,289
 
Noninterest income:
     Processing services                                                               31,955            23,221
     Deposit services                                                                   5,768             5,510
     Trust and investment services                                                      5,837             4,967
     Commissions                                                                        7,728             6,482
     Gain on sales of loans                                                             3,949                --
     Miscellaneous                                                                     26,303             6,928
---------------------------------------------------------------------------------------------------------------
               Total noninterest income                                                81,540            47,108
---------------------------------------------------------------------------------------------------------------
 
Noninterest expense:
     Salaries and employee benefits                                                    45,078            38,765
     Communications and supplies                                                       23,820            14,574
     Loan services purchased                                                            9,005             7,935
     Purchased processing                                                               5,830             5,288
     Net occupancy expense of premises                                                  7,168             5,755
     Equipment rentals, depreciation and maintenance                                    8,232             7,050
     Other professional services purchased                                             12,313            11,081
     Miscellaneous                                                                      9,092             5,611
---------------------------------------------------------------------------------------------------------------
               Total noninterest expense                                              120,538            96,059
---------------------------------------------------------------------------------------------------------------
Income before income taxes                                                             40,451            25,338
 
Income tax expense(benefit):
     Current                                                                           16,399            12,749
     Deferred                                                                             326            (1,880)
---------------------------------------------------------------------------------------------------------------
               Total income tax expense                                                16,725            10,869
---------------------------------------------------------------------------------------------------------------
Net income                                                                           $ 23,726          $ 14,469
===============================================================================================================
Average number of common shares outstanding                                           335,000           346,767
===============================================================================================================
Net income per common share                                                            $70.82            $41.73
===============================================================================================================
Cash dividends declared per common share                                                $8.75             $8.44
===============================================================================================================
</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>
 
                        FIRST NATIONAL OF NEBRASKA, INC.
                     Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
 
---------------------------------------------------------------------------------------------------
                                                                       Three Months Ended March 31,
                                                                                 1998         1997
---------------------------------------------------------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                          <C>          <C>           
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                                              $  23,726    $  14,469
          Adjustments to reconcile net income to net cash
          flows from operating activities:
               Provision for loan losses                                        38,140       49,583
               Depreciation and amortization                                    10,241        9,274
               Amortization of interest only strip                               7,280           --
               Provision for deferred taxes                                        326       (1,880)
               Origination of mortgage loans for resale                        (25,145)      (5,635)
               Proceeds from the sale of mortgage loans for resale              19,525        7,238
               Gain on sales of loans                                           (3,949)          --
               Other asset and liability activity, net                          37,748       16,217
---------------------------------------------------------------------------------------------------
     Net cash flows from operating activities                                  107,892       89,266
 
CASH FLOWS FROM INVESTING ACTIVITIES
          Maturities and sales of securities available-for-sale                 60,752       77,526
          Purchases of securities available-for-sale                            (6,347)     (18,693)
          Maturities of securities held-to-maturity                            183,430       48,055
          Purchases of securities held-to-maturity                            (129,468)    (159,505)
          Net change in loans                                                 (286,613)     (65,057)
          Purchases of premises and equipment, net                              (9,629)      (7,466)
          Other, net                                                               486          119
---------------------------------------------------------------------------------------------------
     Net cash flows from investing activities                                 (187,389)    (125,021)
 
CASH FLOWS FROM FINANCING ACTIVITIES
          Net change in deposits                                             $ 150,828    $ 115,780
          Net change in federal funds purchased and
               securities sold under repurchase agreements                     (56,755)      28,364
          Issuance of other borrowings and capital notes                        15,397       21,000
          Principal repayments of other borrowings
               and capital notes                                                (5,680)     (23,106)
          Net change in commercial paper and
               commercial paper based borrowings                                    --      (10,744)
          Cash dividends paid                                                   (2,931)      (2,927)
---------------------------------------------------------------------------------------------------
     Net cash flows from financing activities                                  100,859      128,367
---------------------------------------------------------------------------------------------------

Net change in cash and cash equivalents                                         21,362       92,612
 
Cash and cash equivalents at beginning of period                               755,842      674,914
---------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                   $ 777,204    $ 767,526
===================================================================================================
Cash paid during the period for:
     Interest                                                                $  77,824    $  73,503
     Income taxes                                                            $   2,072    $   3,207
===================================================================================================
</TABLE> 
 
See notes to consolidated financial statements.

                                       4
<PAGE>
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 March 31, 1998

Note A:  Basis of Presentation

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the financial statements have
been included.  Operating results for the three months ended March 31, 1998, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1998.  The notes to the consolidated financial statements
contained in the Annual Report on Form 10-K for the year ended December 31, 1997
should be read in conjunction with these consolidated financial statements.

NOTE B:  EARNINGS PER COMMON SHARE

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

NOTE C:  COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income," which is effective for fiscal years
beginning after December 15, 1997.  This statement establishes standards for the
reporting and display of comprehensive income and its components.  Comprehensive
income is defined as the change in equity of a business enterprise during a
period from transactions and other events or circumstances from nonowner
sources.  Comprehensive income includes net income and other items of
comprehensive income meeting the above criteria.  The Company's only component
of other comprehensive income is the change in unrealized holding gains and
losses on available-for-sale securities.  For the three months ended March 31,
1998, total comprehensive income was $23.5 million which includes net income of
$23.7 million and the change in net unrealized holding gains on available-for-
sale securities of $206,000.

PART I.  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

YEAR 2000
---------

A significant technological issue impacting all companies worldwide is the need
to modify their computer information systems to properly process transactions
relating to the year 2000 and beyond.  The Company has implemented a Company-
wide program to prepare its computer systems and applications for the year 2000.
The Company is incurring internal staff costs as well as consulting and other
expenses related to the execution of the implementation plan.  A portion of
these expenses may be incorporated in the cost of normal software upgrades and
involve the redeployment of existing information technology resources.
Presently, management has not yet completely determined the year 2000
implementation costs, but they are not expected to have a material financial
impact on the Company.  The Company's plans include necessary reviews of
vendors, customers, third party processors and other external parties with whom
the Company conducts business.  Until sufficient information is accumulated to
assess the degree to which the Company is susceptible to potential problems, the
Company is unable to quantify possible losses associated with these external
relationships.

                                       5
<PAGE>
 
RESULTS OF OPERATIONS
---------------------

OVERVIEW:
Net income for the three months ending March 31, 1998 was $23.7 million, or
$70.82 per common share, increasing 64% from $14.5 million, or $41.73 per common
share for the same period in 1997.  Earnings remain strong due to growth in
noninterest income which continues to surpass the increase in noninterest
expenses.  Miscellaneous noninterest income for the quarter includes the
recognition of income related to the settlement of litigation.

NET INTEREST INCOME:
The Company's primary source of income is net interest income which is defined
as the difference between interest income and fees derived from earning assets
and interest expense on interest-bearing liabilities.  Interest income and
expense are affected by changes in the volume and mix of interest-earning assets
and interest-bearing liabilities, in addition to changes in interest rates.  For
the three months ended March 31, 1998, net interest income decreased $6.3
million or 5.1% to $117.6 million compared to $123.9 million for the same period
in 1997 primarily due to increased credit card loan sales as compared to the
same period last year.

PROVISION FOR LOAN LOSSES:
On a monthly basis, the Company evaluates its allowance for loan losses based
upon a review of collateral values, delinquencies, nonaccruals, payment
histories and various other analytical and subjective measures relating to the
various loan portfolios within the Company.  For the three months ended March
31, 1998, the provision for loan losses decreased $11.4 million or 23.1% to
$38.1 million compared to $49.6 million for the same period in 1997 primarily
due to increased credit card loan sales compared to the same period last year.
The credit card industry continues to experience high consumer debt levels and
other unfavorable consumer credit conditions resulting in high levels of
delinquencies and charge-offs.

NONINTEREST INCOME:
For the three months ended March 31, 1998, noninterest income increased $34.4
million or 73.1% to $81.5 million compared to the same period in 1997.  This
increase in the first quarter is primarily attributable to the increase in
miscellaneous income which largely reflects the settlement of litigation.  A
portion of this increase was also due to processing services income increasing
by 37.6% for the quarter resulting from the growth in credit card loan
servicing.  Income related to trust and investment services and commissions
increased generally as a result of growth in the Company's customer base.
Noninterest income for the quarter also includes a $3.9 million gain recorded on
sales of loans.

NONINTEREST EXPENSE:
For the three months ended March 31, 1998, noninterest expense increased $24.5
million or 25.5% to $120.5 million compared to the same period in 1997.  A
portion of the increase in noninterest expense is due to salaries and employee
benefits which increased 16.3% for the quarter ended March 31, 1998 and relates
to overall Company growth.  Additionally, communications and supplies expense
increased 63.4% from the same quarter last year primarily due to increased
advertising expenses which are not anticipated to continue at this magnitude
during the remainder of 1998. Increases in remaining expense categories for
purchased processing, loan services, net occupancy and equipment expenses, other
professional services and miscellaneous expenses also relate to general Company
growth including increased processing volumes and continued investments in
technology. Management continues to focus on expense control in their operating
decisions to improve the efficiencies of the Company.

ASSET QUALITY
-------------

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

The consumer credit industry continues to experience historically high levels of
delinquencies and charge-offs.  As a major credit card issuer, the Company also
continues to experience high net charge-off and delinquency rates.  Although
net-charge-offs as a percentage of average loans have improved slightly over the
same quarter last year, the Company cannot predict whether this downward trend
in net charge-off activity will continue.  Selected segments of consumers may
continue to experience declines in credit quality which could result in
continued unfavorable net charge-off and delinquency rates.  Management
continues to evaluate credit standards and monitor consumer behavior.

The following table reflects the delinquency rates for the Company's overall
loan portfolio and for credit cards and related plans.  An account is
contractually delinquent if the minimum payment is not received by the specified
billing date.  The 

                                       6
<PAGE>
 
overall delinquency rate as a percentage of total loans was 3.61% at March 31,
1998 compared with 3.56% at December 31, 1997. The delinquency rate as a
percentage of total credit cards loans and related plans was 5.85% at March 31,
1998 compared to 6.29% at December 31, 1997.

DELINQUENT LOANS:

<TABLE>
<CAPTION>
                                                         March 31, 1998             December 31, 1997
                                               ---------------------------------------------------------
                                                                   (Amounts in Thousands)
TOTAL LOANS                                                         % of Loans                % of Loans
-----------                                                         ----------                ----------
<S>                                                <C>           <C>            <C>           <C>
Loans outstanding                                  $5,259,906                   $5,010,982
Loans delinquent:
     30 - 89 days                                  $  120,071          2.28%    $  112,300        2.24%  
     90 days or more & still accruing                  70,074          1.33%        66,221        1.32%  
                                               ---------------------------------------------------------
          Total delinquent loans                   $  190,145          3.61%    $  178,521        3.56%
                                               =========================================================
Nonaccrual loans                                   $    6,400           .12%    $    5,289         .11%
                                               =========================================================
 
<CAPTION> 

CREDIT CARDS AND RELATED PLANS
------------------------------
<S>                                                <C>           <C>            <C>           <C>
Loans outstanding                                  $2,569,473                   $2,428,437
Loans delinquent:
     30 - 89 days                                  $   86,317          3.36%    $   89,902        3.70%
     90 days or more & still accruing                  63,936          2.49%        62,969        2.59%
                                               ---------------------------------------------------------
          Total delinquent loans                   $  150,253          5.85%    $  152,871        6.29%
                                               =========================================================
Nonaccrual loans                                           --            --             --          --
                                               =========================================================
</TABLE>

The Company's policy is to charge off credit card and related loans when they
become 180 days contractually past due.  Net loan charge-offs include the
principal amount of losses resulting from borrowers' unwillingness or inability
to pay, in addition to bankrupt and deceased borrowers, less current period
recoveries of previously charged-off loans. The allowance for loan losses is
intended to cover losses inherent in the Company's loan portfolio as of the
reporting date.  The provision for loan losses is charged against earnings to
cover both current period net charge-offs and to maintain the allowance at an
acceptable level to cover losses inherent in the portfolio as of the reporting
date.  Net charge-offs for the Company's overall portfolio were $38.9 million
for the three months ended March 31, 1998 compared to $44.9 million for the same
period in 1997.   Net charge-offs as a percentage of average loans were .76% for
the three months ended March 31, 1998 compared to .88% for the same period last
year.  The allowance as a percentage of loans increased to 2.27% as of March 31,
1998 compared to 2.14% for the same period last year.

The following table presents the activity in the Company's allowance for loan
losses with a breakdown of charge-off and recovery activity related to credit
cards and related plans.

<TABLE>
<CAPTION>

ALLOWANCE FOR LOAN LOSSES:

                                                                         For the Three Months Ended March 31,
                                                                       1998                               1997
                                                              --------------------------------------------------
                                                                                (Amounts in Thousands)
<S>                                                                  <C>                                <C>
BALANCE AT JANUARY 1                                                 $128,990                           $104,812
Reduction due to sales of loans                                        (8,990)                                --
Provision for loan losses                                              38,140                             49,583
 
Loans charged off:
     Credit cards and related plans                                   (45,499)                           (49,077)
     All other loans                                                   (1,351)                            (1,995)
Loans recovered:
     Credit cards and related plans                                     7,343                              5,690
     All other loans                                                      593                                484
                                                              ---------------                     --------------
Total net charge-offs                                                 (38,914)                           (44,898)
                                                              ---------------                     --------------
BALANCE AT MARCH 31                                                  $119,226                           $109,497
                                                              ===============                     ==============
Allowance as a percentage
   of loans                                                              2.27%                              2.14%
Total net charge-offs as a percentage
   of average loans                                                      0.76%                               .88%
</TABLE>

                                       7
<PAGE>

CAPITAL RESOURCES
-----------------

The Company and its banking subsidiaries are required to maintain minimum
capital in accordance with regulatory guidelines.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and its bank subsidiaries must meet specific capital guidelines that
involve quantitative measures of assets, liabilities, and certain off-balance
sheet items as calculated under regulatory accounting practices.  These
quantitative measures require the Company and its bank subsidiaries to maintain
minimum total risk-based capital (as defined in the regulations) of 8%, Tier 1
risk-based capital (as defined) of 4%, and Tier 1 leverage capital (as defined)
of 4%.  As of March 31, 1998, the most recent notification from the OCC
categorized the Company's banking subsidiaries as well capitalized under the
regulatory framework for prompt corrective action.  To be categorized as well
capitalized, the Company's banking subsidiaries must maintain minimum total
risk-based capital of 10%, Tier 1 risk-based capital of 6%, and Tier 1 leverage
capital of 5%.  There are no conditions or events since that notification that
management believes have changed the institution's category.  The Company
intends to maintain sufficient capital in each of its banking subsidiaries to
remain in the well capitalized category.

In 1995, First National Bank of Omaha issued $75 million in 15 year subordinated
capital notes.  These subordinated capital notes, along with $19 million in
capital notes outstanding as of March 31, 1998 issued in connection with the
Company's previous acquisitions, count towards meeting the required capital
standards, subject to certain limitations.  The Company has historically
retained approximately 85% of net income in capital to fund the growth of future
operations and to maintain minimum capital standards.

LIQUIDITY MANAGEMENT
--------------------

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

Domestic retail deposits are used as the primary source of funding for all
banking subsidiaries.  In order to maintain flexibility and diversity in
liquidity management the Company also has access to a variety of other funding
sources.  These other sources include securities sold under repurchase
agreements, federal funds purchased, securitization, other short-term and long-
term debt, and subordinated capital notes.  The parent company's cash flows are
dependent upon the receipt of dividends from its banking subsidiaries which are
subject to regulatory restrictions.

The Company utilizes credit card-backed securitization vehicles to assist in its
management of liquidity, interest rate risk and capital.  At March 31, 1998 and
1997, $655 million and $200 million, respectively, of the Company's managed
credit card portfolio was securitized.  In addition, in April 1998 the Company
purchased credit card loan portfolios totaling $275 million.  At March 31, 1998,
the parent company had $19 million outstanding under a syndicated revolving
credit facility reflected in other borrowings.  As part of this syndicated
credit facility arranged for the parent company, a $150 million revolving credit
facility for the Bank is also available for general liquidity purposes.

INTEREST RATE RISK MANAGEMENT
-----------------------------

The Company's primary component of market risk is interest rate volatility.  It
is the goal of the Company to maximize profits while effectively managing rather
than eliminating interest rate risk.  Two primary measures are used to measure
and manage interest rate risk:  Net Interest Income Simulation Modeling and
Interest Rate Sensitivity Gap Analysis.

Net Interest Income Simulation:
The Company uses a simulation model to analyze net interest income sensitivity
to movements in interest rates.  The simulation model projects net interest
income based on both upward and downward interest rate shifts over a twelve
month period.  Alternative scenarios are simulated by applying immediate shifts
in interest rates (rate shocks) and gradual shifts in interest rates (rate
ramps).  These interest rate shifts are applied to a projected balance sheet for
the Company for the twelve month simulation period.  Based on the information
and assumptions in effect at March 31, 1998, management believes that a 200
basis point rate shock or rate ramp over a twelve month period, up or down,
would not significantly affect the Company's annualized net interest income.

The Company has established guidelines that limit the acceptable potential
change in net interest margin and net income under these interest rate and
balance sheet scenarios.  Given the minimal potential for significant risk
exposure relating to potential losses in future earnings, fair values or cash
flows of interest-rate-sensitive instruments illustrated by the simulations, the
Company does not engage in derivative transactions such as hedges, swaps, or
futures.

                                       8 
<PAGE>
 
Interest Rate Sensitivity Gap Analysis:
The Company uses interest rate sensitivity gap analysis to monitor the
relationship between the maturity and repricing of its interest-earning assets
and interest-bearing liabilities, while maintaining an acceptable interest rate
spread.  Interest rate sensitivity gap is defined as the difference between the
amount of interest-earning assets maturing or repricing within a specific time
period and the amount of interest-bearing liabilities maturing or repricing
within that time period.  A gap is considered positive when the amount of
interest-rate-sensitive assets exceeds the amount of interest-rate-sensitive
liabilities, and is considered negative when the amount of interest-rate-
sensitive liabilities exceeds the amount of interest-rate-sensitive assets.
Generally, during a period of rising interest rates, a negative gap would
adversely affect net interest income, while a positive gap would result in an
increase in net interest income.  Conversely, during a period of falling
interest rates, a negative gap would result in an increase in net interest
income, while a positive gap would negatively affect net interest income.
Management's goal is to maintain a reasonable balance between exposure to
interest rate fluctuations and earnings.


PART II.  OTHER INFORMATION

Items 1,2,3,4, 
 and 5:             Not applicable or negative response. 

Item 6(a):          Amended and Restated Articles of Incorporation and Amended 
                    and Restated Bylaws of the Parent Company (previously filed
                    as Exhibits to form 10-Q filed with the Securities and
                    Exchange Commission by the Company on June 30, 1997) is
                    incorporated herein by reference.

                    Fiscal and Paying Agency Agreement entered into in
                    connection with the issuance of $75 million of Subordinated
                    Notes by First National Bank of Omaha (the "Bank") dated
                    December 7, 1995 between the Bank as "Issuer" and the Bank
                    as "Fiscal and Paying Agent" incorporated by reference to
                    the Company's Report on Form 8-K, filed December 12, 1995.

                    Deferred Compensation and Consultative Services Agreement
                    between the Bank and John R. Lauritzen and Amendment to
                    Deferred Compensation and Consultative Services Agreement
                    between the Bank and John R. Lauritzen, incorporated by
                    reference to Exhibit 10(a) of the Company's Annual Report on
                    Form 10-K for the fiscal year ended December 31, 1992.

                    Deferred Compensation and Consultative Services Agreement
                    between the Bank and F. Phillips Giltner and Amendment to
                    Deferred Compensation and Consultative Services Agreement
                    between the Bank and F. Phillips Giltner, incorporated by
                    reference to Exhibit 10(b) of the Company's Annual Report on
                    Form 10-K for the fiscal year ended December 31, 1992.

                    First National of Nebraska Senior Management Long Term
                    Incentive Plan, incorporated by reference to Exhibit 10(c)
                    of the Company's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1992.

                    Management Incentive Plan, incorporated by reference to
                    Exhibit 10(d) of the Company's Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1992.

                    Amended Split Dollar Agreement between the Bank, F. Phillips
                    Giltner, and First National Bank of Omaha, as Trustee of the
                    F. Phillips Giltner Irrevocable Insurance Trust,
                    incorporated by reference to Exhibit 10(f) of the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1992.

                    Employment Contract between the Parent Company and Bruce R.
                    Lauritzen, incorporated by reference to Exhibit 10(i) of the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1992.


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

                                       9
<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 NATIONAL OF NEBRASKA, INC.



                             By     
                                    ------------------------------
                                    Dennis A. O'Neal
                                    Executive Vice President and Treasurer,
                                    Principal Financial Officer

Date:  
     -------------------

                                      10