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, 2000, 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
   (State or other jurisdiction of
   incorporation or
     organization)   |  | 47-0523079
   (I.R.S. Employer
   
   Identification No.)
|------------------------------------------------------------------------------------ |  | ---------------------------------------------------------
|                                                                                     |  |                                                          
|                                                                                     |  |                                                          
|                                                                                     |  |                                                          
|One First National Center Omaha, NE
   (Address of principal executive
     offices) |  | 68102
   (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 5, 2000, the number of outstanding shares
   of the registrant's common stock ($5.00 par value) was 334,500.



Part I. FINANCIAL INFORMATIONPart I. Item 1. Financial
   Statements

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



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|-----------------------------------------------------------------------------------------------------------------------
|                                                                                                                       
|                                                                                                                       
|(in thousands except
     share and per share data)                                                                    
|                                                                                                                       
|                                                                                                                       
|Assets                                                                                                                 
|Cash and due from banks                                                                                                
|Federal funds sold and other short-term
     investments                                                               
|                                                                                                                       
|Total
     cash and cash equivalents                                                                                   
|                                                                                                                       
|Investment Securities:                                                                                                 
|Available-for-sale (amortized cost
     $973,241 and $987,943)                                                         
|Held-to-maturity (fair value $202,080
     and $178,188)                                                               
|Federal
     Home Loan Bank stock and other securities, at cost                                                        
|                                                                                                                       
|Total investment securities                                                                                            
|                                                                                                                       
|Loans                                                                                                                  
|Less:
      Allowance for loan losses                                                                                  
|Unearned income                                                                                                        
|                                                                                                                       
|Net
     loans                                                                                                         
|                                                                                                                       
|Premises and equipment, net                                                                                            
|Other assets                                                                                                           
|                                                                                                                       
|Total assets                                                                                                           
|                                                                                                                       
|                                                                                                                       
|Liabilities and Stockholders' Equity                                                                                   
|Deposits:                                                                                                              
|Noninterest-bearing                                                                                                    
|Interest-bearing                                                                                                       
|                                                                                                                       
|Total
     deposits                                                                                                    
|                                                                                                                       
|Federal funds purchased and securities
     sold under repurchase agreements                                           
|Federal Home Loan Bank
     advances                                                                                   
|Other borrowings                                                                                                       
|Other liabilities                                                                                                      
|                                                                                                                       
|Capital notes                                                                                                          
|                                                                                                                       
|Total
     liabilities                                                                                                 
|                                                                                                                       
|Stockholders' equity:                                                                                                  
|Common
     stock, $5 par value, 346,767 shares authorized,
   
             334,500 shares
     issued and outstanding
|Additional paid-in capital                                                                                             
|Retained
     earnings                                                                                                 
|Accumulated other comprehensive income
     (loss)                                                                     
|                                                                                                                       
|Total
     stockholders' equity                                                                                        
|                                                                                                                       
|Total liabilities and stockholders'
     equity                                                                        
|                                                                                                                       
|See Notes to Consolidated
     Financial Statements.                                                                   



FIRST NATIONAL OF NEBRASKA, INC.Consolidated Statements of Income
 
 (unaudited)

|                                                        
|--------------------------------------------------------
|                                                        
|                                                        
|                                                        
|(in thousands except share and per share data)          
|                                                        
|Interest income:                                        
|                                                        
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|                                                        
|Interest expense:                                       
|                                                        
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|                                                        
|                                                        
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|                                                        
|                                                        
|                                                        
|Net interest income                                     
|Provision for loan losses                               
|                                                        
|Net interest income after provision for
     loan losses
|                                                        
|Noninterest income:                                     
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|Noninterest expense:                                    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|Income before income taxes                              
|                                                        
|Income tax expense
     (benefit):                      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|Net income                                              
|                                                        
|Average number of common shares
     outstanding        
|                                                        
|Net income per common share                             
|                                                        
|Cash dividends declared per common
     share           
|                                                        
|See Notes to Consolidated
     Financial Statements.    



FIRST NATIONAL OF NEBRASKA, INC.Consolidated Statements of Cash Flows
 
 (unaudited)

|                                                     
|-----------------------------------------------------
|                                                     
|                                                     
|                                                     
|(in thousands)                                       
|CASH FLOWS FROM OPERATING
     ACTIVITIES            
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|CASH FLOWS FROM INVESTING
     ACTIVITIES            
|                                                     
|                                                     
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|                                                     
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|                                                     
|CASH FLOWS FROM FINANCING
     ACTIVITIES            
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Net change in cash and cash
     equivalents         
|Cash and cash equivalents at beginning
     of period
|                                                     
|Cash and cash equivalents at end of
     period      
|                                                     
|Cash paid during the period
     for:                
|                                                     
|                                                     
|                                                     
|See Notes to Consolidated
     Financial Statements. 

NOTES TO CONDENSED CONSOLIDATED
   FINANCIAL STATEMENTS(Unaudited)
 
 March 31, 2000

#### 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,
   2000 are not necessarily indicative of the results that may be expected for
   the year ending December 31, 2000. The notes to the consolidated financial
   statements contained in the Annual Report on Form 10-K for the year ended
   December 31, 1999 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

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 appreciation or depreciation of
   available-for-sale securities. The following table reflects consolidated
   statements of comprehensive income for the three months ended March 31, 2000
   and March 31, 1999.

|Three Months Ended
   
   March 31,                                             
|--------------------------------------------------------------------------------
|                                                                                
|                                                                                
|(in thousands)                                                                  
|                                                                                
|Net Income                                                                      
|                                                                                
|Other comprehensive income (loss),
     before tax                              
|Net unrealized
     holding gains (losses) on available-for-sale securities     
|Less:
     Reclassification adjustment for net gains realized in net
     income
|                                                                                
|Other comprehensive gain (loss), before
     tax                                
|Less: Income tax expense (benefit) for
     other comprehensive loss            
|                                                                                
|Other comprehensive gain (loss), net of
     tax                                
|                                                                                
|Comprehensive income                                                            
|                                                                                

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.



Results of
   Operations

Overview

Net income for the three months ended
   March 31, 2000 was $24 million, or $71.73 per common share, compared to $19.5
   million, or $58.12 per common share, for the same period ended in 1999. The
   increase in net income for the three months ended March 31, 2000 compared to
   the same period in 1999relates primarily to a decrease of $12.5
   million, or 30.8%, in the provision for loan losses. The Company also
   experienced increased noninterest expense partially offset by increased
   noninterest income for the period.

#### 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. The
   following table presents a summary of net interest income on a
   tax-equivalent basis, related average earning assets and net interest
   margin.

|Three Months Ended
   
   March 31,               
|--------------------------------------------------
|                                                  
|                                                  
|(in thousands)                                    
|                                                  
|Net interest income on a tax-equivalent
     basis
|Average earning assets                            
|Net interest margin
     (annualized)             

The decrease in net interest margin
   relates primarily to declines in higher yielding outstanding credit card
   balances net of increases in outstanding non-credit card loan average
   balances.The decrease in net interest margin
   caused by the change in loan mix was partially offset by asset yields
   repricing upward in response to market rates at a faster rate than the
   repricing of deposits.

#### 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, 2000, the provision for loan
   losses decreased $12.5 million, or 30.8%, to $28.1 million compared to $40.6
   million for the same period in 1999. The reduction in the provision for loan
   losses for the three months ended March 31, 2000 compared to the same period
   in 1999 is due to improved delinquency and charge-off rates and a reduction
   in the outstanding balances of credit card loans and related plans relative
   to the entire portfolio. These reductions have resulted in a decline in the
   Company's allowance for loan losses as a percentage of loans. Although the
   level of net charge-offs as a percentage of average loans has improved, it
   remains high primarily due to delinquencies on consumer credit card loans
   and consumer bankruptcies which continue to adversely affect the credit card
   industry.

#### Noninterest income

Noninterest income for the three months
   ended March 31, 2000, increased $6.9 million, or 10.9%, to $70.4
   millioncompared to the same period in 1999. A
   portion of the increase in noninterest income is due to credit card
   securitization income which increased $1.7 million, or 10.2%, to $17.9
   million for the three months ended March 31, 2000 compared to $16.2 million
   for the same period in 1999. This increase in credit card securitization
   income resulted from the net impact of a $5.2 million, or 179.3%, increase
   in securitization gains to $8.1 million from $2.9 million offset by a $3.5
   million, or 26.3%, decrease in servicing income to $9.8 million from $13.3
   million. The increase in securitization gains for the three months ended
   March 31, 2000 relates to an increase in credit card loans sold of $255
   million. Deposit services income increased $1.2 million, or 19.7%, for the
   three months ended March 31, 2000 as compared to the same period in 1999
   generally as a result of growth in the Company's customer base and overall
   transaction volume. Miscellaneous income increased $4.8 million, or 49.5%,
   in the three months ended March 31, 2000 when compared to the same period in
   1999 which was primarily attributable to net gains recognized on the sale of
   mortgage loans, charged-off credit card loans and investment securities.



#### Noninterest expense

For the three months ended March 31,
   2000,noninterest expense increased $11.6
   million, or 9.7%, to $130.7 millioncompared to the same period in 1999. A
   significant portion of the increase was due to salaries and employee
   benefits which increased $10.8 million, or 20.2%, in the three months ended
   March 31, 2000 compared to the same period in 1999 resulting from Company
   growth and expansion into new products and into new markets. Professional
   services expensedecreased $1.3 million, or 13.4%, in the
   three months ended March 31, 2000 compared to the same period in 1999
   principally due to decreased fees paid to a third party merchant sales
   organization. Loan servicing expense decreased $1.1 million, or 14.9%, in
   the three months ended March 31, 2000 compared to the same period in 1999
   primarily due to decreased credit card loans outstanding. Increases in
   remaining expense categories generally relate to the acquisition of new
   customer relationships and portfolios and continued investments in
   technology.

Credit Card Loan
   Activities

The Company securitizes credit card loans
   on a revolving basis as a funding vehicle to supplement its use of core
   deposits as its primary source of funding. These securitizations are
   accounted for as sales in accordance with SFAS No. 125, "Accounting for
   Transfers and Servicing of Financial Assets and Extinguishments of
   Liabilities." Since the Company continues to service these securitized
   loans, it takes the role of a loan servicer rather than a lender. As loans
   are sold, gains which represent the present value of retained cash flows are
   recorded, and the loans along with the related allowance for credit losses
   are removed from the balance sheet. The securitizations result in
   differences in the amount of reported loans versus managed loans. Reported
   loans reflect the removal of these securitized loans from the balance sheet
   in accordance with generally accepted accounting principles while managed
   loans include both securitized loans and reported loans. The following table
   reflects the reconciliation of the loan portfolio net of unearned income
   between reported and managed loans at March 31, 2000 and December 31,
   1999.

|March 31, 2000                                                |             | December 31, 1999
|------------------------------------------------------------- | ----------- | -----------------
|                                                             
|                                                              |            
|(in thousands)                                                |             |                  
|Managed Loan Data                                             |             |                  
|                                                              |             |                  
|As of Period End:                                             |             |                  
|Total loans outstanding                                       | $ 6,166,124 | $ 855,101        
|Total credit cards and related
   
         plans outstanding | $ 2,207,171 | $ 855,101        
|                                                              |             |                  
|Year-to-Date Average:                                         |             |                  
|Total loans outstanding                                       | $ 6,113,501 | $ 794,099        
|Total credit cards and related
   
         plans outstanding | $ 2,312,430 | $ 794,099        

The decrease in reported credit cards and
   related plans outstanding at March 31, 2000 is partially attributable to a
   net increase in securitization volume of $204.1 million during the first
   quarter.

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 credit card loan portfolio
   with the use of statistically-based computer simulation models.

Although the level of delinquencies and
   charge-offs has improved, the consumer credit industry continues to
   experience relatively high levels of delinquencies and charge-offs when
   compared to other loan sectors. As a major credit card issuer, the Company
   also continues to experience relatively high net charge-off and delinquency
   rates. While delinquency and charge-off rates have declined, selected
   segments of consumers will continue to experience credit problems.
   Therefore, management continues to closely evaluate and monitor consumer
   behavior, credit standards and marketing strategies.



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 overall
   delinquency rate as a percentage of total loans improved to a level of 2.64%
   at March 31, 2000 compared with 2.86% at December 31, 1999. The delinquency
   rate as a percentage of total credit card loans and related plans was
   4.65% at March 31, 2000 down from 5.01% at
   December 31, 1999.

Delinquent Loans:

|March 31, 2000                        |   | December 31, 1999
|------------------------------------- | - | -----------------
|                                      |   |                  
|(in thousands)                        |   |                  
|                                      |   |                  
|Loans outstanding                     | $ | 6,166,124        
|Loans delinquent:                     |   |                  
|30 - 89
     days                     | $ | 109,711          
|90 days
     or more & still accruing |   | 52,987           
|                                      |   |                  
|Total
     delinquent loans           | $ | 162,698          
|                                      |   |                  
|Nonaccrual loans                      | $ | 14,252           
|                                      |   |                  
|                                      |   |                  
|Credit Cards and Related
     Plans   |   |                  
|Loans outstanding                     | $ | 2,207,171        
|Loans delinquent:                     |   |                  
|30 - 89
     days                     | $ | 59,269           
|90 days
     or more & still accruing |   | 43,327           
|                                      |   |                  
|Total
     delinquent loans           | $ | 102,596          
|                                      |   |                  
|Nonaccrual loans                      |   |                 
|                                      |   |                  

The Company's policy is to charge off
   credit card and related plans 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 $32.2 million for the three months ended
   March 31, 2000 compared to $46.9 million for the same period in 1999. Net
   charge-offs as a percentage of average loans has improved to .53% for the
   three months ended March 31, 2000 compared to .83% for the same period last
   year.

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

Allowance for Loan
   Losses:

|For the Three Months Ended March 31,                       
|-----------------------------------------------------------
|                                                           
|                                                           
|(in thousands)                                             
|Balance at January 1                                       
|Addition due to acquisitions of
     loans                 
|Reduction due to sales of
     loans                       
|Provision for loan losses                                  
|Loans charged off:                                         
|Credit
     cards and related plans                        
|All other
     loans                                       
|Loans recovered:                                           
|Credit
     cards and related plans                        
|All other
     loans                                       
|                                                           
|Total net charge-offs                                      
|                                                           
|Balance at March 31                                        
|                                                           
|Allowance as a percentage of
     loans                    
|Total net charge-offs as a
     percentage of average loans



Capital Resources

On April 6, 2000, the parent company
   became a "financial holding company" under the Gramm-Leach-Bliley
   Act. As a financial holding company, the Company is permitted to engage in
   and to acquire companies engaged in "financial in nature"
   activities. These activities could include, among other things, securities
   and insurance activities and investment banking (through appropriate
   entities). Engaging in these activities could subject the parent company and
   its subsidiaries to regulation by additional functional regulators. The
   parent company is required to satisfy certain conditions in order to retain
   its rights as a financial holding company. One such condition is that all of
   the depository institutions controlled by the Company must be and remain
   well capitalized and well managed. Failure to satisfy this condition could
   result in regulatory action against the Company, including forced
   divestiture of its depository institution subsidiaries.

Under capital adequacy guidelines and the
   regulatory framework for prompt corrective action, the Company and its
   banking 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 banking subsidiaries to
   maintain minimum amounts and ratios of total and Tier I capital (as defined
   in the regulations) to risk-weighted assets (as defined), and of Tier I
   capital (as defined) to average assets (as defined). The Company and its
   banking subsidiaries' capital amounts and classifications are also subject
   to qualitative judgements by the regulators about components, risk
   weightings and other factors.

As of March 31, 2000, the most recent
   notification from the bank regulators categorized the Company's banking
   subsidiaries as well capitalized under the regulatory framework for prompt
   corrective action. There are no conditions or events since that notification
   that management believes have changed the Company's category. To be
   categorized as well capitalized, the Company's banking subsidiaries must
   maintain minimum total risk-based capital of 10%, Tier I risk-based capital
   of 6% and Tier I leverage capital of 5%. 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. During 1999,
   another banking subsidiary of the Company issued $2.3 million in capital
   notes related to the acquisition and merger of a bank. These capital notes,
   along with the parent company's $16.7 million in capital notes outstanding
   as of March 31, 2000 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 and 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. The parent company's
   cash flows are dependent upon the receipt of dividends from its banking
   subsidiaries which are subject to regulatoryrestrictions.

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, credit
   card-backed securitizations, Federal Home Loan Bank advances, other debt
   agreements and subordinated capital notes.

The Company utilizes credit card-backed
   securitization vehicles to assist in its management of liquidity, interest
   rate risk and capital. At March 31, 2000 and December 31, 1999, $855.1
   million and $651 million, respectively, of the Company's managed credit card
   portfolio was securitized with no additional unused securitization lines
   available at March 31, 2000 and $255 million lines available at December 31,
   1999. Additionally, the Company had Federal Home Loan Bank advances of
   $137.4 million as of March 31, 2000 and $372.1
   million as of December 31, 1999. At March 31, 2000, the parent company had
   no balance outstanding under a $100 million syndicated revolving credit
   facility which will mature on December 4, 2000.

Item 3. Market Risk

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, 2000, 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. The Company
   intends to use interest rate swap agreements on a limited basis in the
   future to change the characteristics of selected fixed rate exposures as an
   element of its risk management policy.

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: Exhibits and Reports on Form
     8-K
|                                              |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                 
|(a) Exhibits                                  |  | 3(i)(ii) |  | 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) are incorporated
     herein by reference.                                                                                    
|                                              |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                 
|                                              |  | 4        |  | 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.
|                                              |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                 
|                                              |  | 10(a)    |  | 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.
|                                              |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                 
|                                              |  | 10(b)    |  | 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                                                                                                             



SIGNATURES

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

FIRST NATIONAL OF NEBRASKA,
   INC.

|By: | /s/ Dennis A. O'Neal                                                                               |  | Date: | May 4, 2000
|--- | -------------------------------------------------------------------------------------------------- |  | ----- | -----------
|    |                                                                                                    |  |       |            
|    | Dennis A. O'Neal
   
   Executive Vice President and Treasurer,
   
   Principal Financial Officer |  |       |            
|    |                                                                                                    |  |       |