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

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                                   FORM 10-Q

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

                 For the quarterly period ended March 31, 1998


                         Commission file number 0-7931


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


          Louisiana                                   72-0701203
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)     
                                   
                                   
201 St. Charles Avenue, 29th Floor                      70170
    New Orleans, Louisiana                            (Zip Code)
(Address of principal executive offices)

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


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

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


                  Class                    Outstanding as of April 30, 1998
                  -----                    --------------------------------
        Common Stock, $5.00 par value                 39,870,296
                                   
<PAGE>                                   
                                
                                
                                
                                TABLE OF CONTENTS
                                                                Page No.
                                                                --------


Part I: Financial Information

          Item 1. Financial Statements

                      Consolidated Balance Sheets                   1

                      Consolidated Statements of Income             2

                      Consolidated Statement of Changes in
                            Stockholders' Equity                    3

                      Consolidated Statements of Cash Flows         4

                      Notes to Consolidated Financial Statements    5

                      Report of Independent Public Accountants      8

          Item 2. Management's Discussion and Analysis
                      of Financial Condition and Results
                      of Operations                                 9


Part II: Other Information

          Item 1. Legal Proceedings                                20

          Item 2. Changes in Securities                            20

          Item 3. Defaults Upon Senior Securities                  20

          Item 4. Submission of Matters to a Vote of
                       Security Holders                            20

          Item 5. Other Information                                20

          Item 6. Exhibits and Reports on Form 8-K                 20

<PAGE>

Part 1: Financial Information
-----------------------------
Item 1 - Financial Statements 

FIRST COMMERCE CORPORATION
CONSOLIDATED BALANCE SHEETS 

<TABLE>
<CAPTION>

(dollars in thousands)                                                    March 31            December 31
===========================================================================================================
                                                                             1998                1997
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                 <C>
ASSETS
  Cash and due from banks                                                $  355,314          $  433,558
  Interest-bearing deposits in banks                                             68                  68
  Federal funds sold and securities purchased under resale agreements       305,000              29,000
  Trading account securities                                                 30,506              72,249
  Securities available for sale, at fair value                            2,092,038           2,242,401
  Loans, net of unearned income                                           6,435,229           6,440,070
      Allowance for loan losses                                             (81,001)            (83,192)
-----------------------------------------------------------------------------------------------------------
        Net loans                                                         6,354,228           6,356,878
===========================================================================================================
  Premises and equipment                                                    151,583             156,401
  Accrued interest receivable                                                97,740             105,819
  Other assets                                                              108,509             110,923
-----------------------------------------------------------------------------------------------------------
        Total assets                                                     $9,494,986          $9,507,297
===========================================================================================================
LIABILITIES
  Noninterest-bearing deposits                                           $1,395,574          $1,428,089
  Interest-bearing deposits                                               6,342,910           6,379,344
-----------------------------------------------------------------------------------------------------------
        Total deposits                                                    7,738,484           7,807,433
===========================================================================================================
  Short-term borrowings                                                     378,475             366,915
  Accrued interest payable                                                   52,080              55,026
  Accounts payable and other accrued liabilities                             80,484              66,125
  Long-term debt                                                            381,691             390,818
-----------------------------------------------------------------------------------------------------------
        Total liabilities                                                 8,631,214           8,686,317
===========================================================================================================
STOCKHOLDERS' EQUITY
  Preferred stock; 5,000,000 shares authorized, none issued                      -                   -
  Common stock, $5 par value
      Authorized -- 100,000,000 shares
     Issued -- 39,821,643 and 39,240,854 shares, respectively               199,108             196,204
  Capital surplus                                                           198,792             175,582
  Retained earnings                                                         436,723             421,884
  Unearned restricted stock compensation                                     (6,862)             (6,331)
  Net unrealized gain on securities available for sale                       36,011              33,641
-----------------------------------------------------------------------------------------------------------
        Total stockholders' equity                                          863,772             820,980
===========================================================================================================
        Total liabilities and stockholders' equity                       $9,494,986          $9,507,297
===========================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated
Balance Sheets.

</TABLE>

<PAGE>

FIRST COMMERCE CORPORATION 
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
       

(dollars in thousands, except per share data)                    Three Months Ended March 31
==============================================================================================
                                                                    1998              1997
----------------------------------------------------------------------------------------------
<S>                                                            <C>               <C>
INTEREST INCOME
  Interest and fees on loans                                     $139,983          $135,466
  Interest and dividends on taxable securities                     32,652            33,502
  Interest on tax-exempt securities                                 1,453             1,510
  Interest on money market investments                              2,425               679
----------------------------------------------------------------------------------------------
    Total interest income                                         176,513           171,157
==============================================================================================
INTEREST EXPENSE
  Interest on deposits                                             68,608            62,503
  Interest on short-term borrowings                                 4,882             7,294
  Interest on long-term debt                                        7,597             5,527
----------------------------------------------------------------------------------------------
    Total interest expense                                         81,087            75,324
==============================================================================================
NET INTEREST INCOME                                                95,426            95,833
PROVISION FOR LOAN LOSSES                                           9,510            13,225
----------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                85,916            82,608
==============================================================================================
OTHER INCOME
  Deposit fees and service charges                                 12,905            14,038
  Credit card fee income                                           11,680            12,561
  Securitization revenue                                            5,226                 -
  Trust fee income                                                  5,999             5,421
  Broker/dealer revenue                                             3,247             2,778
  ATM fee income                                                    2,744             2,603
  Other operating revenue                                           6,013             6,144
  Venture capital securities transactions                            (103)                -
  Investment securities transactions                                   23                23
----------------------------------------------------------------------------------------------
    Total other income                                             47,734            43,568
==============================================================================================
OPERATING EXPENSE
  Salary expense                                                   41,590            39,135
  Employee benefits                                                 8,255             7,471
----------------------------------------------------------------------------------------------
    Total personnel expense                                        49,845            46,606
  Equipment expense                                                 7,395             7,134
  Net occupancy expense                                             5,296             5,141
  Communications and delivery expense                               5,105             5,044
  Advertising expense                                               3,676             3,835
  Professional fees                                                 2,809             2,522
  FDIC insurance expense                                              341               323
  Other operating expense                                          13,638            12,237
----------------------------------------------------------------------------------------------
    Total operating expense                                        88,105            82,842
==============================================================================================
INCOME BEFORE INCOME TAX EXPENSE                                   45,545            43,334
INCOME TAX EXPENSE                                                 14,785            14,314
==============================================================================================
NET INCOME                                                        $30,760           $29,020
==============================================================================================
EARNINGS PER COMMON SHARE
  Basic                                                             $0.78             $0.75
  Diluted                                                           $0.75             $0.73
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Basic                                                        39,312,775        38,781,538
  Diluted                                                      43,381,523        42,281,369
==============================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these
Consolidated Financial Statements.
</TABLE>
<PAGE>



FIRST COMMERCE CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 
<TABLE>
<CAPTION>
                                                                                                          Net
                                                                                                      Unrealized
                                                                                       Unearned         Gain on
                                                                                      Restricted      Securities
                                                   Common     Capital    Retained        Stock       Available for
(dollars in thousands except per share data)        Stock     Surplus    Earnings    Compensation       Sale (a)        Total
<S>                                              <C>         <C>        <C>         <C>              <C>             <C>
==================================================================================================================================
Balance at December 31, 1997                     $ 196,204   $ 175,582  $ 421,884   $   (6,331)      $   33,641      $ 820,980
==================================================================================================================================
  Comprehensive income:
     Net income                                          -           -     30,760            -                -         30,760
     Other comprehensive income:
         Unrealized gains on securities
             available for sale, net of
             reclassification adjustment (b)             -           -          -            -            3,646          3,646
         Deferred income tax expense on
             unrealized gains on securities
             available for sale                          -           -          -            -           (1,276)        (1,276)
----------------------------------------------------------------------------------------------------------------------------------
            Total other comprehensive income             -           -          -            -            2,370          2,370
----------------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                             -           -     30,760            -            2,370         33,130
  Cash dividends on common stock ($.40 per share)        -           -    (15,921)           -                -        (15,921)
  Exercise of stock options                          2,310      17,156          -            -                -         19,466
  Conversion of 12 3/4% convertible debentures         594       2,574          -            -                -          3,168
  Restricted stock activity                              -       3,480          -         (531)               -          2,949
==================================================================================================================================
Balance at March 31, 1998                        $ 199,108   $ 198,792  $ 436,723   $   (6,862)      $   36,011      $ 863,772
==================================================================================================================================
(a) Unrealized gains on securities available for sale and the related tax effect are the only components of other comprehensive
    income FCC is required to report.
(b) Shown net of an $80,000 reclassification adjustment which represents a realized loss from sales of securities avaialble for
    sale during the period; the tax benefit related to this adjustment was  $28,000.

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


</TABLE>
<PAGE>

                                   FIRST COMMERCE CORPORATION
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

==========================================================================================================================
                                                                                                Three Months Ended
(dollars in thousands)                                                                              March 31
--------------------------------------------------------------------------------------------------------------------------
                                                                                            1998                 1997
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                  <C>
OPERATING ACTIVITIES
  Net income                                                                              $30,760              $29,020
  Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                             9,510               13,225
      Depreciation and amortization of premises and equipment                               6,132                5,991
      Amortization of intangibles                                                             575                  585
      Deferred income tax (benefit) expense                                                   116                  (12)
      Net deferred loan (fees)                                                               (908)              (1,122)
      Net (gain) loss from venture capital securities transactions                            103                    -
      Net (gain) loss from investment securities transactions                                 (23)                 (23)
      (Increase) decrease in trading account securities                                    41,743              (21,323)
      (Increase) decrease in loans held for sale                                          (15,206)               6,495 
      Decrease in accrued interest receivable                                               8,079                  979
      (Increase) decrease in other assets                                                   1,388              (16,536)
      Increase (decrease) in accrued interest payable                                      (2,946)               6,237
      Increase (decrease) in accrued compensation expense                                   7,744               (7,667)
      Increase in accounts payable and other accrued liabilities                           16,903               10,922
      Other, net                                                                           (2,728)              (1,550)
-------------------------------------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                         101,242               25,221
==========================================================================================================================
INVESTING ACTIVITIES
  Net decrease in interest-bearing deposits in banks                                            -                   75
  Proceeds from sales of securities available for sale                                        110                    -
  Proceeds from maturities/calls of securities available for sale                         156,387              251,453
  Purchases of securities available for sale                                               (2,839)            (223,603)
  Net (increase) decrease in federal funds sold and
      securities purchased under resale agreements                                       (276,000)              27,125
  Net (increase) decrease in loans                                                          9,705              (19,278)
  Purchases of premises and equipment                                                      (1,323)              (7,156)
  Proceeds from sales of foreclosed assets                                                  4,408                3,933
  Other, net                                                                                    6                    9
-------------------------------------------------------------------------------------------------------------------------
    NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                     (109,546)              32,558
==========================================================================================================================
FINANCING ACTIVITIES
  Net (decrease) in transaction and savings accounts                                      (58,121)            (143,704)
  Net increase (decrease) in time deposits                                                (12,809)             355,586
  Net increase (decrease) in short-term borrowings                                         11,560             (552,493)
  Issuance of bank notes                                                                        -              258,664
  Maturities/payments on long-term debt                                                    (6,786)                  (6)
  Cash dividends paid                                                                     (15,683)             (15,598)
  Proceeds from issuance of common and treasury stock                                      11,899                  577
  Purchase of treasury stock                                                                    -               (2,208)
-------------------------------------------------------------------------------------------------------------------------
    NET CASH (USED) BY FINANCING ACTIVITIES                                               (69,940)             (99,182)
==========================================================================================================================
    (DECREASE) IN CASH AND CASH EQUIVALENTS                                               (78,244)             (41,403)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      433,558              440,347
==========================================================================================================================
    CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $355,314             $398,944
==========================================================================================================================
Cash paid during the period for
   Interest expense                                                                       $84,033              $69,087
   Income taxes                                                                              $333               $5,500
==========================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

</TABLE>
<PAGE>

                 FIRST COMMERCE CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

      The accounting and reporting policies of First Commerce
Corporation and its subsidiaries (FCC) conform with generally
accepted  accounting  principles and with  general  practices
within  the  financial services industry.  In  preparing  the
consolidated  financial statements, FCC is required  to  make
estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes.
Actual results could differ from those estimates.
       The  consolidated  financial  statements  reflect  all
adjustments   which  are,  in  the  opinion  of   management,
necessary   for  a  fair  presentation  of  the  consolidated
financial condition, results of operations and cash flows for
the  interim periods presented.  Adjustments included  herein
are  of  a  normal  recurring nature and include  appropriate
estimated  provisions.  The consolidated financial statements
for  the interim periods have not been independently audited.
However,  the interim consolidated financial statements  have
been  reviewed  by  FCC's independent public  accountants  in
accordance with standards for such reviews established by the
American Institute of Certified Public Accountants, and their
review report is included herein.
      The Notes to Consolidated Financial Statements included
herein  should  be  read in conjunction  with  the  Notes  to
Consolidated  Financial  Statements included  in  FCC's  1997
Annual Report on Form 10-K.

NOTE 2
BANC ONE Merger

     On October 20, 1997, BANC ONE CORPORATION (BANC ONE) and
FCC  entered into an agreement and plan of merger (the Merger
Agreement),  pursuant  to which FCC will  be  merged  with  a
wholly owned subsidiary of BANC ONE (the Merger).
     On February 26, 1998, BANC ONE paid a 10% stock dividend
on  its  Common  Stock.  The Merger  Agreement  provides  for
appropriate  adjustments  to the  Exchange  Ratio  and  other
factors used to determine or limit the exchange rate  in  the
event  of  a  BANC  ONE stock dividend or stock  split.   The
effect  of the stock dividend under the Merger Agreement  was
to  increase  the  Exchange Ratio from 1.28 shares  to  1.408
shares of BANC ONE Common Stock.  Accordingly, each share  of
FCC   Common  Stock  outstanding  immediately  prior  to  the
effective time of the Merger will be converted into the right
to receive 1.408 shares of BANC ONE Common Stock.
      The   declaration   of   the   dividend  reduced   BANC
ONE's   average  stock  prices  which  could,  under  certain
circumstances,  trigger  termination  rights.   The   average
closing  prices  as stipulated in the Merger  Agreement  were
reduced   from  $49.67  and  $47.46  to  $45.15  and  $43.15,
respectively.  Additionally, the closing stock price of  BANC
ONE Common Stock on October 17, 1997 was adjusted from $55.19
to $50.17.
      The  Merger is  expected  to  be consummated during the
second  quarter  of  1998, subject to a number of conditions,
including approval by the stockholders of FCC and  receipt of
all requisite regulatory approvals.

<PAGE>

      On  April  10,  1998, BANC ONE and  First  Chicago  NBD
Corporation (First Chicago NBD) entered into an agreement and
plan of organization, pursuant to  which  BANC  ONE and First
Chicago  NBD  will  each  merge  with  and into a new company
organized to efect the merger.   The  transaction,  which  is
subject  to  regulatory and shareholder approval, is expected
to be completed during the fourth quarter of 1998.

NOTE 3 - COMPREHENSIVE INCOME

      Effective  January  1, 1998, FCC adopted  Statement  of
Financial    Accounting   Standards   No.   130    "Reporting
Comprehensive   Income"  which  established   standards   for
reporting    comprehensive   income   and   its   components.
Comprehensive income is the total of net income and all other
nonowner  changes  in equity.  Unrealized gains on securities
available  for  sale and the related  tax effect are the only
components of  other comprehensive  income FCC is required to
report.


NOTE 4 - STOCK-BASED INCENTIVE COMPENSATION PLANS

      During  the  three-month period ended March  31,  1998,
474,774  options  were  exercised  with  a  weighted  average
exercise   price  of  $26.46.   At  March  31,  1998,   FCC's
outstanding stock options totaled 1,203,715 with  a  weighted
average  exercise price of $30.20.  Exercisable stock options
totaled  580,979, with a weighted average exercise  price  of
$27.81, at March 31, 1998.
      Stock options are granted at fair value at the date  of
the  grant.   Options have a four-year vesting schedule  with
25%  of  the  options becoming exercisable  each  year.   The
options expire eight years from the date of grant.
      In  the  event  of  a  change in control  of  FCC,  all
outstanding options become exercisable immediately,  and  the
restrictions  on  all  shares  of  restricted   stock   lapse
immediately.   The  consummation  of  the  Merger   Agreement
described in Note 2 will constitute such a change in control.

NOTE 5 - CONTINGENCIES

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

<PAGE>
<TABLE>
<CAPTION>

NOTE 6
Earnings Per Share


     The basic and diluted earnings per share computations for net income follow:


                                                                  Three Months Ended  
(dollars in thousands, except earnings per share)                       March 31
                                                            =============================
                                                               1998            1997
-----------------------------------------------------------------------------------------
<S>                                                         <C>              <C>   
Basic earnings per share
Net income (income applicable to common shareholders)         $30,760         $29,020
  Weighted average number of common 
     shares outstanding (a)                                39,312,775      38,781,538
-----------------------------------------------------------------------------------------
Basic earnings per share                                         $.78            $.75
=========================================================================================
Diluted earnings per share
  Income applicable to common shareholders                    $30,760         $29,020
  Interest on convertible debentures, net of tax                1,640           1,667
-----------------------------------------------------------------------------------------
     Diluted income                                           $32,400         $30,687
-----------------------------------------------------------------------------------------
  Weighted average number of common
     shares outstanding (a)                                39,312,775      38,781,538
  Restricted shares expected to be earned                     188,082         151,198
  Options assumed to be exercised                             903,708         331,357
  Convertible debentures assumed to be converted            2,976,958       3,017,276
-----------------------------------------------------------------------------------------
        Average shares for diluted computation             43,381,523      42,281,369
-----------------------------------------------------------------------------------------

Diluted earnings per share                                       $.75            $.73
=========================================================================================
(a)  Excludes restricted shares which are issued subject to risk of forfeiture during
     a vesting period.

</TABLE>
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

     We have reviewed the accompanying consolidated balance sheet
of  FIRST  COMMERCE  CORPORATION (a  Louisiana  corporation)  and
subsidiaries  as of March 31, 1998, and the related  consolidated
statements  of income and cash flows for the three-month  periods
ended  March  31, 1998 and 1997.  These financial statements  are
the responsibility of the company's management.

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

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

      We  have  previously audited, in accordance with  generally
accepted  auditing standards, the consolidated balance  sheet  of
First  Commerce Corporation and subsidiaries as of  December  31,
1997   and   the  related  statements  of  income,   changes   in
stockholders' equity and cash flows for the year then ended  (not
presented herein) and, in our report dated January 13,  1998,  we
expressed  an unqualified opinion on those consolidated financial
statements.   In our opinion, the information set  forth  in  the
accompanying consolidated condensed balance sheet as of  December
31,  1997 is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.



                                   /s/ ARTHUR ANDERSEN LLP
                                   -----------------------
                                   ARTHUR ANDERSEN LLP


New Orleans, Louisiana
April 14, 1998

<PAGE>

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

FIRST QUARTER IN REVIEW

     First Commerce Corporation's (FCC's) net income for the
first  quarter of 1998 was $30.8 million, up 6%  from  $29.0
million in 1997's first quarter.  Diluted earnings per share
were  $.75 in 1998's first quarter, compared to $.73 in  the
same  quarter of 1997.  Return on average equity was 14.88%,
and  return  on  average assets was 1.32% for  1998's  first
quarter.
      On  October  20, 1997, FCC entered into  an  agreement
providing  for  the  merger  of  FCC  with  a  wholly  owned
subsidiary of BANC ONE CORPORATION (BANC ONE).  Terms of the
agreement call for FCC shareholders to receive 1.408  shares
of  BANC ONE common stock (the Exchange Rate) for each share
of FCC common stock.  The Exchange Rate has been adjusted to
give  effect  to the 10% stock dividend on BANC  ONE  common
stock  paid on February 26, 1998.  The merger is subject  to
various  conditions,  including shareholder  and  regulatory
approval,  and  is expected to be completed  in  the  second
quarter of 1998.  For additional information concerning  the
merger  agreement, see Note 2 to the consolidated  financial
statements.
      A  detailed  review of FCC's financial  condition  and
earnings for the first quarter of 1998 follows.  This review
should   be   read  in  conjunction  with  the  consolidated
financial  statements  of  First  Commerce  Corporation  and
Subsidiaries  included  in this report,  and  the  Financial
Review in the 1997 Annual Report on Form 10-K.

EARNINGS ANALYSIS

Net Interest Income
     Net interest income (FTE) for the first quarter of 1998
was $97.4 million, compared to $97.6 million in 1997's first
quarter.   Net interest income was flat versus  last  year's
first  quarter because of the $300 million credit card  loan
securitization   in  the  third  quarter   of   1997;   that
securitization shifted net interest income to  revenue  that
is  classified  as noninterest income.  The  impact  of  the
securitization offset the favorable effect of continued loan
growth.  Average loans grew 4% on a reported basis and 9% on
a  managed  basis  (which  includes  owned  loans  plus  the
securitized  credit  card receivables).   The  net  interest
margin  was 4.51% this quarter.  The decrease from 4.70%  in
the  first  quarter  of  1997 was  principally  due  to  the
securitization  in  1997's third  quarter.   Higher  funding
costs  also  contributed to the decline.   The  increase  in
funding costs was mainly related to FCC's customer retention
strategy  of  moving FCC's best clients to  higher  yielding
accounts.
      Table  1 presents average balance sheets, net interest
income  (FTE) and interest rates for the first  quarters  of
1998  and 1997.  Table 2 analyzes the components of  changes
in net interest income between these periods.

Provision For Loan Losses
      The provision for loan losses was $9.5 million in  the
first  quarter  of 1998, compared to $13.2  million  in  the
first quarter of 1997.  The lower provision level was mainly
due to the $300 million credit card securitization.
      For a discussion of the allowance for loan losses, net
charge-offs  and nonperforming assets, see the  Credit  Risk
Management section of this Financial Review.

Other Income
     Other income was $47.7 million in 1998's first quarter,
compared to $43.6 million in the first quarter of 1997.  The
credit  card  securitization in the third  quarter  of  1997
affects a comparison of the quarters due to the addition  of
a  noninterest  income  line item,  securitization  revenue.
Excluding  the impact of securitization, noninterest  income
was  up  6%  from  last  year's first quarter.   Almost  all
categories  experienced growth, with  the  most  significant
increase in credit card fee income.  Credit card fee  income
(excluding   the   impact  of  securitization)   rose   23%,
reflecting  increases in sales volumes and late  charge  fee
income.    Additional   increases   were   experienced    in
broker/dealer revenue (17%) and trust income (11%) and  were
mainly  related to higher business volumes. Service  charges
on  deposits  fell  8%, reflecting FCC's customer  retention
strategy.

Operating Expense
      Operating  expense  was $88.1  million  in  the  first
quarter  of  1998,  compared to $82.8 million  in  the  same
quarter of last year.  The increase in operating expense was
mainly  due to higher personnel expense.  Personnel  expense
rose $3.2 million, or 7%, reflecting annual merit raises and
higher incentive pay expense.  Also contributing to the rise
in   operating  expense  were  higher  nonperforming  assets
($554,000)   and   data   processing  ($460,000)   expenses.
Nonperforming  assets expense was higher  because  of  gains
recognized  on property sales in last year's first  quarter.
Higher data processing expense was due to increased software
amortization.   The  efficiency ratio  was  60.70%  for  the
current quarter, compared to 58.70% in 1997's first quarter.
      As  with  most other companies, many of  the  computer
programs that FCC uses were originally designed to recognize
calendar  years  by  their  last two  digits.   Transactions
processed using these truncated fields may not work properly
with dates from the year 2000 and beyond.  FCC established a
task  force in 1996 to prepare its data processing and other
systems  to  be Year 2000 compliant.  This process  involves
modifying   or  replacing  certain  hardware  and   software
maintained by FCC as well as ensuring that external  service
providers  are taking the appropriate actions.   The  team's
plan is to substantially complete this project by the end of
1998.   The  total  internal and external costs  for  system
conversions and testing are not expected to be material.

FINANCIAL CONDITION ANALYSIS

Loans
      Total loans of $6.4 billion at March 31, 1998 are  net
of  $300  million  of securitized credit  card  receivables.
Managed   loans,   which  include  owned  loans   plus   the
securitized  credit card receivables, were $6.7 billion,  8%
higher  than  one  year ago and flat versus  year-end  1997.
Loan  growth from last year's first quarter was broad-based,
with  the  most  significant increases  in  commercial  real
estate and commercial loans.

Securities
      At  March  31,  1998, securities  were  $2.1  billion,
compared  to  $2.2 billion at December 31, 1997.   For  both
periods,  all  securities were classified as  available  for
sale.  Unrealized gains, net of tax, increased stockholders'
equity  $36  million  at  the end of  the  current  quarter,
compared to $34 million at year-end 1997.

Deposits
      At  March 31, 1998, total deposits were $7.7  billion,
compared  to  $7.8  billion at December 31,  1997.   Average
deposits  for the first quarter were $7.7 billion,  5%  over
1997's  same  quarter.  The most significant deposit  growth
was in money market investment deposits.

Interest Rate Contracts
      The  total  notional  amount of  FCC's  interest  rate
contracts  at March 31, 1998 was $805 million,  compared  to
$811  million  at  year-end 1997.  Table 3 summarizes  FCC's
interest  rate contracts at quarter-end.  During  the  first
quarter,  a $6 million swap matured.  This swap converted  a
portion of long-term bank notes from fixed to floating rate.
      For the first quarter of 1998, interest rate contracts
increased net interest income $517,000.  At March 31,  1998,
the  estimated  fair value of FCC's interest rate  contracts
was $6.4 million.

Capital and Dividends
     Stockholders' equity was 9.10% of total assets at March
31,  1998,  compared  to 8.64% at December  31,  1997.   The
increase  was due to net earnings retained during the  first
quarter plus stock option exercises.  Table 5 presents FCC's
risk-based and other capital ratios as of March 31, 1998 and
year-end  1997.   All  ratios remain well  above  regulatory
minimums.
      FCC declared a dividend of 40 cents per share for  the
first   quarter.   On  April  15,  1998,  FCC  declared   an
additional  dividend of 13.5 cents per share to align  FCC's
dividend  rate for the first quarter with the dividend  rate
of  BANC  ONE.  At the end of the first quarter, the  Parent
Company   had   $104   million  of  net   working   capital.
Additionally,  the  Parent Company could  receive  dividends
from  the  Banks  without prior regulatory approval  of  $66
million,  plus  an amount equal to the Banks'  adjusted  net
profits for the remainder of the year.

Credit Risk Management
Nonperforming Assets and Past Due Loans
     Nonperforming assets were $37 million at the end of the
first  quarter,  compared to $40 million at  year-end  1997.
The decline reflected nonaccrual loans paid off, plus a $1.2
million charge-off.  Nonperforming assets were .57% of loans
at  the  end  of  the  first quarter, compared  to  .61%  at
December   31,  1997.   58%  of  nonperforming  loans   were
contractually current or no more than 30 days  past  due  at
the  end of the current quarter, compared to 67% at December
31, 1997.
      Foreclosed assets, which include unused bank premises,
fell  $1  million from year-end 1997.  The decline  was  the
result of property sales.
      Accruing  loans  past due 90 days  or  more  were  $25
million,  or  .39% of loans, at March 31, 1998, compared  to
$23  million,  or  .35%  of loans, at  year-end  1997.   The
increase was in government-guaranteed student loans.   Watch
list  loans  and  foreclosed assets  were  $190  million  at
quarter-end, compared to $201 million at December 31, 1997.
      Table  6 presents information on nonperforming assets,
detailed  by  type, as of March 31, 1998  and  December  31,
1997.

Allowance for Loan Losses
     The allowance for loan losses was $81 million, or 1.26%
of  loans,  at March 31, 1998, compared to $83  million,  or
1.29%  of  loans, at year-end 1997.  The allowance for  loan
losses  was 234% of nonperforming loans at the end of 1998's
first  quarter,  compared  to 231%  at  December  31,  1997.
Management believes that the allowance is adequate to  cover
losses inherent in the loan portfolio.
      Total  net charge-offs of $11.7 million in  the  first
quarter  represent a decrease of 11% from last year's  first
quarter  and  an  increase of 20% from  last  year's  fourth
quarter.   The  increase  in  net  charge-offs  from  fourth
quarter  1997 was primarily due to net charge-offs  of  $1.5
million  in commercial and commercial real estate loans,  of
which  $1.2  million was attributable to one fully  reserved
credit, versus net recoveries in 1997's fourth quarter.  The
drop  from 1997's first quarter reflected lower credit  card
net   charge-offs  due  to  the  $300  million  credit  card
securitization  in the third quarter of 1997.   Net  charge-
offs  of  managed credit card loans were $10.6  million,  or
4.58%  of  average loans, in the first quarter, compared  to
$10.7  million,  or 4.77% of average loans,  in  the  fourth
quarter  and  $9.0 million, or 4.40%, in last  year's  first
quarter.
      Economic conditions, national and regional trends, net
charge-off levels, and changes in the level and mix  of  the
loan  portfolio, could cause FCC's provision for loan losses
to fluctuate from 1997 levels.
     Table 7 presents the activity in the allowance for loan
losses for the first quarters of 1998 and 1997.

FORWARD LOOKING STATEMENTS

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



<TABLE>
<CAPTION>

        TABLE 1.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE)(a) AND INTEREST RATES
=================================================================================================================================
                                                                 Three Months Ended                     Three Months Ended
                                                                   March 31, 1998                         March 31, 1997
---------------------------------------------------------------------------------------------------------------------------------
                                                           Average                                 Average
        (dollars in thousands)                             Balance      Interest    Rate           Balance    Interest    Rate
---------------------------------------------------------------------------------------------------------------------------------
        <S>                                               <C>           <C>         <C>          <C>          <C>        <C>    
        ASSETS
          EARNING ASSETS                                  
           Loans(b)                                       $6,444,805    $141,368     8.88%       $6,206,007   $136,552    8.91%
           Securities
             Taxable                                       2,028,865      32,692     6.49         2,053,070     33,554    6.60
             Tax-exempt                                       77,385       2,027    10.48            84,398      2,128   10.08
---------------------------------------------------------------------------------------------------------------------------------
               Total securities                            2,106,250      34,719     6.64         2,137,468     35,682    6.74
---------------------------------------------------------------------------------------------------------------------------------
           Money market investments                          181,156       2,430     5.44            56,762        682    4.87
---------------------------------------------------------------------------------------------------------------------------------
               Total earning assets                        8,732,211    $178,517     8.27%        8,400,237   $172,916    8.33%
---------------------------------------------------------------------------------------------------------------------------------
          NONEARNING ASSETS
           Other assets(c)                                   796,365                                765,290
           Allowance for loan losses                         (83,644)                               (82,877)
---------------------------------------------------------------------------------------------------------------------------------
               Total assets                               $9,444,932                             $9,082,650
=================================================================================================================================
        LIABILITIES AND STOCKHOLDERS' EQUITY
          INTEREST-BEARING LIABILITIES
           Interest-bearing deposits 
             NOW account deposits                         $1,301,165      $7,500     2.34%       $1,271,108     $7,427    2.37%
             Money market investment deposits              1,151,934      10,663     3.75           883,044      6,840    3.14
             Savings and other consumer time deposits      2,730,548      33,819     5.02         2,748,014     32,486    4.79
             Time deposits $100,000 and over               1,189,228      16,626     5.67         1,157,736     15,750    5.52
---------------------------------------------------------------------------------------------------------------------------------
               Total interest-bearing deposits             6,372,875      68,608     4.37         6,059,902     62,503    4.18
---------------------------------------------------------------------------------------------------------------------------------
           Short-term borrowings                             383,270       4,882     5.17           578,574      7,294    5.11
           Long-term debt                                    387,564       7,597     7.84           257,275      5,527    8.59
---------------------------------------------------------------------------------------------------------------------------------
               Total interest-bearing liabilities          7,143,709     $81,087     4.60%        6,895,751    $75,324    4.43%
---------------------------------------------------------------------------------------------------------------------------------
          NONINTEREST-BEARING LIABILITIES
            AND STOCKHOLDERS' EQUITY
           Noninterest-bearing deposits                    1,344,180                              1,312,968
           Other liabilities                                 118,957                                149,994
           Stockholders' equity                              838,086                                723,937
---------------------------------------------------------------------------------------------------------------------------------
               Total liabilities and stockholders'
                equity                                    $9,444,932                             $9,082,650
=================================================================================================================================
               Net interest income (FTE) and margin                      $97,430     4.51%                     $97,592    4.70%
=================================================================================================================================
               Net earning assets and interest spread     $1,588,502                 3.67%       $1,504,486               3.90%
=================================================================================================================================
               Cost of funds                                                         3.76%                                3.63%
=================================================================================================================================
        (a) Fully taxable equivalent based on a 35% tax rate.
        (b) Net of unearned income, prior to deduction of allowance for loan losses and including nonaccrual loans.
        (c) Includes mark-to-market adjustment on securities available for sale.

</TABLE>
<PAGE>
<TABLE>

        TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) (a)
==============================================================================================
                                                       Three Months Ended March 31, 1998
                                                        Compared to Three Months Ended
                                                                 March 31, 1997
----------------------------------------------------------------------------------------------
                                                         Total        Due to      Due to
                                                        Increase     Change in   Change in
        (in thousands)                                 (Decrease)     Volume       Rate
----------------------------------------------------------------------------------------------
        <S>                                            <C>          <C>         <C>
        INTEREST INCOME (FTE)
          Loans                                        $   4,816    $  2,310    $  2,506
          Securities
            Taxable                                         (862)       (618)       (244)
            Tax-exempt                                      (101)       (182)         81
----------------------------------------------------------------------------------------------
              Total securities                              (963)       (800)       (163)
----------------------------------------------------------------------------------------------
          Money market investments                         1,748       1,703          45
----------------------------------------------------------------------------------------------
              Total interest income (FTE)              $   5,601    $  3,213    $  2,388
                                                             
        INTEREST EXPENSE
          Interest-bearing deposits
            NOW account deposits                       $      73    $    174    $   (101)
            Money market investment deposits               3,823       2,330       1,493
            Savings and other consumer time deposits       1,333        (208)      1,541
            Time deposits $100,000 and over                  876         475         401
----------------------------------------------------------------------------------------------
              Total interest-bearing deposits              6,105       2,771       3,334
----------------------------------------------------------------------------------------------
          Short-term borrowings                           (2,412)     (2,487)         75
          Long-term debt                                   2,070       2,590        (520)
----------------------------------------------------------------------------------------------
              Total interest expense                   $   5,763    $  2,874    $  2,889
----------------------------------------------------------------------------------------------
              Change in net interest income (FTE)      $    (162)    $   339    $   (501)
==============================================================================================
        (a) Changes not solely due to either volume or rate are allocated on a proportional basis.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


TABLE 3.  INTEREST RATE CONTRACTS
========================================================================================================================
                                                                          Weighted Average Rate
                                                                      ----------------------------
                                                                                  Pay
                                                                      Receive   Floating 
                            Notional     Market      Maturity          Fixed      Rate    Strike        Underlying
(dollars in thousands)       Amount      Value         Date             Rate     (LIBOR)   Rate      Asset/Liability
------------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>     <C>                     <C>       <C>      <C>     <C>
Floors                      $500,000    $    2       Dec 1998              -%        -%    4.65%   Transaction deposits
Swap                           4,000        34       Feb 2000           6.37      5.63        -    Long-term bank notes
Swaps                        201,000     2,242  Jan 1999 - Feb 2002     6.39      5.64        -    Retail brokered CDs
Swap                         100,000     4,077       Mar 2002           7.18      5.68        -     Prime-based loans
------------------------------------------------------------------------------------------------------------------------
Total at March 31, 1998     $805,000    $6,355                          6.65%     5.65%    4.65%
========================================================================================================================

</TABLE>

TABLE 4.  ANALYSIS OF INTEREST INCOME (EXPENSE) FROM 
                     INTEREST RATE CONTRACTS
=========================================================================
                                       Option
Three months ended March 31, 1998       Based       Generic
(in thousands)                       Instruments     Swaps       Total
-------------------------------------------------------------------------
Interest income                          $  -         $659        $659
Amortization expense                     (142)           -        (142)
-------------------------------------------------------------------------
Net interest income                     ($142)        $659        $517
=========================================================================



TABLE 5. RISK-BASED CAPITAL AND CAPITAL RATIOS
=================================================================
                                     March 31     December 31
(dollars in thousands)                 1998          1997
-----------------------------------------------------------------
Tier 1 capital                     $  812,925      $771,947
Tier 2 capital                        111,922       115,380
-----------------------------------------------------------------
    Total capital                  $  924,847      $887,327
=================================================================
Risk-weighted assets               $6,686,322    $6,688,542
=================================================================
Ratios
  Leverage ratio                         8.65%         8.35%
  Tier 1 capital                        12.16%        11.54%
  Total capital                         13.83%        13.27%
  Equity ratio                           9.10%         8.64%
  Tangible equity ratio                  8.95%         8.48%
=================================================================

<PAGE>
<TABLE>
<CAPTION>

TABLE 6. NONPERFORMING ASSETS
==============================================================================================
                                                              March 31           December 31
(dollars in thousands)                                           1998                1997
----------------------------------------------------------------------------------------------
<S>                                                          <C>               <C> 
Nonaccrual loans by type
    Loans to individuals-residential mortgages                   $8,436             $8,302
    Loans to individuals-other                                    2,452              1,355
    Commercial, financial and other                               7,656              9,169
    Real estate-commercial mortgages                             15,689             16,634
    Real estate-construction and other                              422                537
----------------------------------------------------------------------------------------------
       Total nonaccrual loans                                    34,655             35,997
----------------------------------------------------------------------------------------------
Foreclosed assets                                                 2,158              3,554
----------------------------------------------------------------------------------------------
       Total nonperforming assets                               $36,813            $39,551
==============================================================================================
Loans past due 90 days or more and not on nonaccrual status     $25,258            $22,820
==============================================================================================
Ratios
  Nonperforming assets as a percent of loans plus foreclosed
       assets                                                      0.57%              0.61%
  Allowance for loan losses as a percent of nonperforming
       loans                                                     233.74%            231.11%
  Loans past due 90 days or more and not on nonaccrual status
       as a percent of loans                                       0.39%              0.35%
==============================================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

TABLE 7. SUMMARY OF LOAN LOSS EXPERIENCE
========================================================================================
                                                                 Three Months Ended
                                                                       March 31
(dollars in thousands)                                             1998        1997
========================================================================================
<S>                                                             <C>          <C>       
Allowance for loan losses at beginning of period                 $83,192     $81,606
Provision for loan losses                                          9,510      13,225
Loans charged to the allowance
    Loans to individuals-residential mortgages                       274           7
    Loans to individuals-other                                     5,371       5,643
    Commercial, financial and other                                1,460       1,106
    Real estate-commercial mortgages                                  24          20
    Real estate-construction and other                                 -           2
    Credit card loans                                              7,221       9,988
---------------------------------------------------------------------------------------
      Total charge-offs                                           14,350      16,766
---------------------------------------------------------------------------------------
Recoveries on loans previously charged to the allowance
    Loans to individuals-residential mortgages                        63         173
    Loans to individuals-other                                     1,505       1,300
    Commercial, financial and other                                   89         918
    Real estate-commercial mortgages                                  13         281
    Real estate-construction and other                                 3           5
    Credit card loans                                                976         948
---------------------------------------------------------------------------------------
      Total recoveries                                             2,649       3,625
---------------------------------------------------------------------------------------
        Net charge-offs                                           11,701      13,141
---------------------------------------------------------------------------------------
Allowance for loan losses at end of period                       $81,001     $81,690
========================================================================================
Gross annualized charge-offs as a percent of average loans           .89%       1.08%
Recoveries as a percent of gross charge-offs                       18.46%      21.62%
Net annualized charge-offs as a percent of average loans             .73%        .85%
Allowance for loan losses as a percent of loans at end of period    1.26%       1.31%
========================================================================================

</TABLE>
<PAGE>


                         FIRST COMMERCE CORPORATION
                           SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>


(dollars in thousands, except per share data)             1998                        1997  
=====================================================================================================================
                                                          First       Fourth      Third       Second      First
                                                         Quarter     Quarter     Quarter     Quarter     Quarter
---------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>         <C>         <C>         <C>
AVERAGE BALANCE SHEET DATA
  Total assets                                          $9,444,932  $9,294,972  $9,244,475  $9,108,807  $9,082,650  
  Earning assets                                         8,732,211   8,603,204   8,540,522   8,444,555   8,400,237
  Loans - reported                                       6,444,805   6,342,332   6,396,330   6,328,964   6,206,007
  Loans - managed*                                       6,744,805   6,642,332   6,575,678   6,328,964   6,206,007
  Securities                                             2,106,250   2,208,532   2,073,360   2,058,183   2,137,468
  Deposits                                               7,717,055   7,492,684   7,470,495   7,462,260   7,372,870
  Long-term debt                                           387,564     390,797     374,356     340,208     257,275
  Stockholders' equity                                     838,086     798,845     772,416     736,360     723,937
---------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Total interest income                                   $176,513    $176,077    $176,729    $175,121    $171,157  
  Net interest income                                       95,426      94,573      95,138      96,436      95,833  
  Net interest income (FTE)                                 97,430      96,440      96,910      98,292      97,592  
  Provision for loan losses                                  9,510       8,565      15,806      14,775      13,225  
  Other income (exclusive of investment securities
   transactions)                                            47,711      50,267      51,875      48,824      43,545  
  Investment securities transactions                            23          17         182         780          23  
  Operating expense                                         88,105      88,785      84,333      82,169      82,842  
  Net income                                                30,760      32,036      31,698      32,859      29,020  
---------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                                    1.32%       1.37%       1.36%       1.45%       1.30%
  Return on average total equity                             14.88%      15.91%      16.28%      17.90%      16.26%
  Net interest margin                                         4.51%       4.46%       4.51%       4.67%       4.70%
  Efficiency ratio                                           60.70%      60.52%      56.68%      55.85%      58.70%
  Other income (excluding investment securities
   transactions) to total revenue (FTE)                      32.87%      34.26%      34.87%      33.19%      30.85%
  Average loans to average deposits                          83.51%      84.65%      85.62%      84.81%      84.17%
  Allowance for loan losses to loans                          1.26%       1.29%       1.33%       1.34%       1.31%
  Nonperforming assets to loans plus foreclosed assets        0.57%        .61%       0.64%       0.56%       0.59%
  Allowance for loan losses to nonperforming loans          233.74%     231.11%     227.04%     258.92%     255.47%
  Equity ratio                                                9.10%       8.64%       8.45%       8.17%       7.79%
  Leverage ratio                                              8.65%       8.35%       8.07%       7.98%       7.70%
---------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
  Earnings Per Common Share
    Net income-basic                                         $ .78       $ .83       $ .81       $ .85       $ .75  
    Net income-diluted                                       $ .75         .79       $ .77       $ .81       $ .73  

  Common Dividends                                                                                                  
    Cash dividends                                           $ .40       $ .40       $ .40       $ .40       $ .40  
    Dividend payout ratio                                    51.28%      48.19%      49.38%      47.06%      53.33%

  Book Value (end of period)
    Book value                                              $21.80      $21.03      $20.29      $19.67      $18.58
    Tangible book value                                     $21.42      $20.63      $19.87      $19.24      $18.13

  Common Stock Data
    High stock price                                        $88.38      $71.88      $57.38      $48.25      $46.38
    Low stock price                                         $61.00      $55.38      $43.38      $39.00      $38.25
    Closing stock price                                     $85.75      $67.25      $56.13      $44.00      $40.50
    Trading volume (in thousands)                           12,733      23,355       9,953       8,225       8,049
    Number of stockholders (end of period)                   8,543       8,876       9,008       9,193       9,223

  Average Shares Outstanding (in thousands)
    Basic                                                   39,313      38,872      38,793      38,775      38,782
    Diluted                                                 43,382      43,136      42,902      42,619      42,281

NUMBER OF EMPLOYEES         (end of period)                  3,646       3,822       3,939       4,002       4,058
=====================================================================================================================
*Managed portfolio represents the owned loan portfolio plus the securitized credit card receivables.

</TABLE>
<PAGE>


Part II:  Other Information
                              
                              
Item 1. Legal Proceedings

                  Legal proceedings involving FCC were previously
             reported  in  its  1997  Annual Report on Form 10-K.
             There  have been no material developments since that
             filing.


Item 2. Changes in Securities

             None


Item 3. Defaults Upon Senior Securities

             None


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

             None


Item 5. Other Information

             None


Item 6. Exhibits and Reports on Form 8-K

        (a)    Exhibits:

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

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

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

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

                  4.4   - Amendment   to   Rights  Agreement between
                          FCC  and  First  Chicago Trust Company  of
                          New  York  as  Rights  Agent included   as
                          Exhibit 4.3 to FCC's Quarterly  Report  on
                          Form 10-Q for the quarter  ended September
                          30,  1997,   and  incorporated  herein  by
                          reference.

                  4.5  -  Option  Agreement  between  FCC  and  BANC
                          ONE CORPORATION  included as  Exhibit 99.3
                          to BANC ONE CORPORATION's  Current  Report
                          on   Form  8-K   filed  October  29,  1997
                          (File   No.   1-8552),  and   incorporated
                          herein by reference.

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

                  10.2 -  Amended and Restated FCC Supplemental Tax-
                          Deferred Savings Plan included  as Exhibit
                          10.2  to  FCC's Quarterly  Report  on Form
                          10-Q  for  the   quarter  ended  September
                          30,  1997,  and   incorporated  herein  by
                          reference.

                  10.3 -  FCC Amended and Restated Retirement Benefit
                          Restoration Plan  included  as Exhibit 10.3
                          to  FCC's  Quarterly  Report  on Form  10-Q
                          for the quarter  ended  September 30, 1997,
                          and incorporated herein by reference.

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

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

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

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

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

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

                  11   -  Statement  Re: Computation of Earnings Per
                          Share

                  15   -  Letter  regarding  unaudited  interim
                          financial information

                  27   -  Financial Data Schedule



        (b)  Reports on Form 8-K

             A  report  on Form 8-K dated January  15,  1998
             was  filed  by  the Registrant  under  Item  7,
             Financial   Statements   and   Exhibits.    The
             document  was filed to disclose FCC's  issuance
             of  a  press  release dated January  15,  1998,
             announcing   FCC's  earnings  for  the   Fourth
             Quarter of 1997.
             
             A  report  on Form 8-K dated January  20,  1998
             was  filed  by  the Registrant  under  Item  5,
             Other  Events.   The  document  was  filed   to
             disclose BANC ONE CORPORATION's  declaration on
             January 20, 1998 of a 10% stock dividend on its
             Common Stock.   The  report also disclosed that
             on January 20, 1998, BANC ONE CORPORATION filed
             its  application with the Federal Reserve Board
             for approval of the proposed merger.
             
<PAGE>


                           SIGNATURES
                                
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                    First Commerce Corporation
                    (Registrant)

                    By   /s/ Thomas L. Callicutt, Jr.
                        ----------------------------------
                        Thomas L. Callicutt, Jr.
                        Executive Vice President, Controller and
                        Principal Accounting Officer

Date:  May 14, 1998

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