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



                                FORM 10-Q

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

                 For the quarterly period ended June 30, 1997


                        Commission file number 0-7931


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


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


   201 St. Charles Avenue, 29th Floor               70170
   New Orleans, Louisiana                         (Zip Code)
(Address of principal executive offices)



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


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

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


           Class                      Outstanding as of July 31, 1997
           -----                      -------------------------------
   Common  Stock, $5.00 par value                  39,004,120


                       FIRST COMMERCE CORPORATION
                            TABLE OF CONTENTS
                                                              Page No.
                                                              --------

Part I: Financial Information                                            

      Item 1.     Consolidated Financial Statements

                    Consolidated Balance Sheets                   3

                    Consolidated Statements of Income             4

                    Consolidated Statements of Cash Flows         5

                    Notes to Consolidated Financial Statements    6 
                      
                    Report of Independent Public Accountants      9

       Item 2.    Management's Discussion and Analysis of 
                         Financial Condition and Results 
                           of Operations                         10

Part II:  Other Information                                      24




<TABLE>                                           
<CAPTION>
                                           FIRST COMMERCE CORPORATION 
                                           CONSOLIDATED BALANCE SHEETS 
                                                     
                                                                                                June 30           December 31
(dollars in thousands)                                                                            1997                1996
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                   <C>
ASSETS
  Cash and due from banks                                                                     $  432,619          $  440,347
  Interest-bearing deposits in banks                                                                  60                 134
  Securities available for sale, at fair value                                                 2,050,312           2,177,529
  Trading account securities                                                                      27,172              13,122
  Federal funds sold and securities purchased under resale agreements                              6,440              59,250
  Loans, net of unearned income of $1,184 and $2,589, respectively                             6,522,706           6,217,483
      Allowance for loan losses                                                                  (87,713)            (81,606)
------------------------------------------------------------------------------------------------------------------------------  
        Net loans                                                                              6,434,993           6,135,877
==============================================================================================================================  
  Premises and equipment                                                                         166,858             170,431
  Accrued interest receivable                                                                    112,689             105,888
  Other assets                                                                                   102,443              87,532
------------------------------------------------------------------------------------------------------------------------------
        Total assets                                                                          $9,333,586          $9,190,110
==============================================================================================================================
LIABILITIES
  Noninterest-bearing deposits                                                                $1,365,734          $1,436,038
  Interest-bearing deposits                                                                    6,313,691           5,868,808
------------------------------------------------------------------------------------------------------------------------------
        Total deposits                                                                         7,679,425           7,304,846
==============================================================================================================================  
  Short-term borrowings                                                                          415,638             944,823
  Accrued interest payable                                                                        53,832              44,160
  Accounts payable and other accrued liabilities                                                  81,663              91,883
  Long-term debt                                                                                 340,230              80,723
------------------------------------------------------------------------------------------------------------------------------
        Total liabilities                                                                      8,570,788           8,466,435
==============================================================================================================================  
STOCKHOLDERS' EQUITY
  Preferred stock; 5,000,000 shares authorized, none issued                                            -                   -
  Common stock, $5 par value
      Authorized -- 100,000,000 shares
      Issued -- 39,015,768 and 39,402,926 shares, respectively                                   195,079             197,015
  Capital surplus                                                                                161,191             146,390
  Retained earnings                                                                              392,957             373,521
  Treasury stock -- 24,511 and 482,998 common shares, respectively, at cost                         (977)            (13,150)
  Unearned restricted stock compensation                                                          (6,186)             (2,956)
  Net unrealized gain on securities available for sale                                            20,734              22,855
------------------------------------------------------------------------------------------------------------------------------
        Total stockholders' equity                                                               762,798             723,675
==============================================================================================================================  
        Total liabilities and stockholders' equity                                            $9,333,586          $9,190,110
==============================================================================================================================  
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Balance Sheets.

</TABLE>
<TABLE>
<CAPTION>

                                      FIRST COMMERCE CORPORATION 
                                   CONSOLIDATED STATEMENTS OF INCOME
----------------------------------------------------------------------------------------------------------------------------------
                                                                             Three Months Ended              Six Months Ended
                                                                                  June 30                         June 30
----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                               1997           1996             1997           1996
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>              <C>            <C>
INTEREST INCOME
  Interest and fees on loans                                             $140,414       $116,803         $275,880       $230,945
  Interest and dividends on taxable securities                             32,505         34,380           66,007         72,788
  Interest on tax-exempt securities                                         1,469          1,585            2,979          3,186
  Interest on money market investments                                        733          1,282            1,412          2,205
----------------------------------------------------------------------------------------------------------------------------------
    Total interest income                                                 175,121        154,050          346,278        309,124
==================================================================================================================================
INTEREST EXPENSE
  Interest on deposits                                                     65,961         54,929          128,464        110,042
  Interest on short-term borrowings                                         5,773          5,545           13,067         13,862
  Interest on long-term debt                                                6,951          2,608           12,478          5,327
----------------------------------------------------------------------------------------------------------------------------------
    Total interest expense                                                 78,685         63,082          154,009        129,231
==================================================================================================================================
NET INTEREST INCOME                                                        96,436         90,968          192,269        179,893
PROVISION FOR LOAN LOSSES                                                  14,775          7,465           28,000         11,290
----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                        81,661         83,503          164,269        168,603
==================================================================================================================================
OTHER INCOME                                                      
  Deposit fees and service charges                                         14,190         14,790           28,228         29,209
  Credit card fee income                                                   14,411         11,165           26,972         21,103
  Trust fee income                                                          5,809          5,339           11,230          9,917
  Broker/dealer revenue                                                     2,696          2,580            5,474          5,145
  ATM fee income                                                            2,701          2,507            5,304          4,898
  Other operating revenue                                                   6,008          6,120           12,152         13,029
  Venture capital securities transactions                                   3,009              -            3,009              -
  Securities transactions                                                     780            (84)             803          1,123
----------------------------------------------------------------------------------------------------------------------------------
    Total other income                                                     49,604         42,417           93,172         84,424
==================================================================================================================================
OPERATING EXPENSE
  Salary expense                                                           37,318         37,376           76,453         73,393
  Employee benefits                                                         6,958          7,375           14,429         15,454
----------------------------------------------------------------------------------------------------------------------------------
    Total personnel expense                                                44,276         44,751           90,882         88,847
  Equipment expense                                                         7,476          6,008           14,610         12,796
  Net occupancy expense                                                     5,410          5,186           10,551         10,809
  Communications and delivery expense                                       5,057          4,673           10,101          9,643
  Advertising expense                                                       4,078          3,392            7,913          6,636
  Professional fees                                                         3,368          3,119            5,890          6,650
  FDIC insurance expense                                                      342            638              665          1,215
  Other operating expense                                                  12,162         10,377           24,399         21,334
----------------------------------------------------------------------------------------------------------------------------------
    Total operating expense                                                82,169         78,144          165,011        157,930
==================================================================================================================================
INCOME BEFORE INCOME TAX EXPENSE                                           49,096         47,776           92,430         95,097
INCOME TAX EXPENSE                                                         16,237         16,109           30,551         31,897
==================================================================================================================================
NET INCOME                                                                 32,859         31,667           61,879         63,200
PREFERRED DIVIDEND REQUIREMENTS                                                 -            705                -          1,418
==================================================================================================================================
INCOME APPLICABLE TO COMMON SHARES                                        $32,859        $30,962          $61,879        $61,782
==================================================================================================================================
EARNINGS PER COMMON SHARE                                           
  Primary                                                                   $0.83          $0.79            $1.57          $1.58
  Fully diluted                                                             $0.81          $0.76            $1.54          $1.51
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Primary                                                              39,606,383     39,114,461       39,438,533     39,006,498
  Fully diluted                                                        42,648,573     43,971,989       42,484,392     44,020,801
==================================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

</TABLE>
<TABLE>
<CAPTION>
                                 FIRST COMMERCE CORPORATION
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================================================================
                                                                                                           Six Months Ended
                                                                                                                June 30
--------------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                                           1997           1996
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>            <C>
OPERATING ACTIVITIES
  Net income                                                                                           $ 61,879       $ 63,200
  Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                                          28,000         11,290
      Depreciation and amortization of premises and equipment                                            12,341         11,133
      Amortization of intangibles                                                                         1,163          1,461
      Deferred income tax (benefit)                                                                      (2,464)          (733)
      Net deferred loan (fees)                                                                           (2,084)        (4,145)
      Net (gain) from venture capital securities transactions                                            (3,009)             -
      Net (gain) from securities transactions                                                              (803)        (1,123)
      Net (gain) on branch divestiture                                                                        -         (1,137)
      (Increase) in trading account securities                                                          (14,050)       (15,706)
      (Increase) in accrued interest receivable                                                          (6,801)        (1,950)
      (Increase) in other assets                                                                        (12,987)       (11,009)
      Increase (decrease) in accrued interest payable                                                     9,672         (1,027)
      Increase in accounts payable and other accrued liabilities                                          1,058          6,469
      Other, net                                                                                          5,964          2,908
--------------------------------------------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                                        77,879         59,631
================================================================================================================================
INVESTING ACTIVITIES
  Net decrease in interest-bearing deposits in banks                                                         74            541
  Proceeds from sales of securities available for sale                                                    6,877              5
  Proceeds from maturities/calls of securities available for sale                                       493,126        517,377
  Purchases of securities available for sale                                                           (371,699)      (196,712)
  Net decrease in federal funds sold and securities purchased under resale agreements                    52,810         23,060
  Net (increase) in loans                                                                              (335,731)      (317,578)
  Branch divestiture                                                                                          -        (14,410)
  Purchases of premises and equipment                                                                   (10,096)       (13,831)
  Proceeds from sales of foreclosed assets                                                                8,113          7,169
  Other, net                                                                                              1,857          1,360
--------------------------------------------------------------------------------------------------------------------------------    
    NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                                   (154,669)         6,981
================================================================================================================================
FINANCING ACTIVITIES
  Net increase (decrease) in demand deposits, NOW accounts,
    money market accounts and savings accounts                                                            9,710       (142,351)
  Net increase in time deposits                                                                         363,029         47,705
  Net (decrease) in short-term borrowings                                                              (529,185)       (32,260)
  Issuance of bank notes                                                                                258,664              -
  Payments on long-term debt                                                                                (13)           (67)
  Cash dividends paid                                                                                   (31,168)       (28,588)
  Proceeds from issuance of common and treasury stock                                                     1,043            313
  Purchase of treasury stock                                                                             (3,018)        (1,225)
--------------------------------------------------------------------------------------------------------------------------------
    NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                                     69,062       (156,473)
================================================================================================================================
    (DECREASE) IN CASH AND CASH EQUIVALENTS                                                              (7,728)       (89,861)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                    440,347        497,268
================================================================================================================================
    CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                         $432,619       $407,407
================================================================================================================================
Cash paid during the period for
   Interest expense                                                                                    $144,337       $130,354
   Income taxes                                                                                         $33,332        $30,620
================================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
</TABLE>

                  FIRST COMMERCE CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

     The  accounting  and  reporting policies of First Commerce
Corporation and its subsidiaries  (FCC)  conform with generally
accepted  accounting  principles  and  with  general  practices
within  the  financial  services  industry.   In preparing  the
consolidated  financial  statements,  FCC is required  to  make
estimates and assumptions that affect the  amounts  reported in
the  consolidated financial statements and accompanying  notes.
Actual results could differ from those estimates.
     The   consolidated   financial   statements   reflect  all
adjustments which are, in the opinion of management,  necessary
for   a   fair   presentation  of  the  consolidated  financial
condition, results of operations and cash flows for the interim
periods presented.  Adjustments included herein are of a normal
recurring nature and  include appropriate estimated provisions.
The consolidated financial  statements  for the interim periods
have  not  been  independently audited.  However,  the  interim
consolidated financial  statements  have been reviewed by FCC's
independent public accountants in accordance with standards for
such reviews established by the American Institute of Certified
Public Accountants, and their review report is included herein.
     The  Notes to Consolidated Financial  Statements  included
herein  should  be  read  in  conjunction  with  the  Notes  to
Consolidated Financial Statements included in FCC's 1996 Annual
Report to Shareholders.


NOTE 2 - ACCOUNTING FOR INTEREST RATE CONTRACTS

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


NOTE 3 - CREDIT CARD SECURITIZATION

     On August  7,  1997, FCC's subsidiary bank, First National
Bank of Commerce (First  NBC),  issued  $300  million of credit
card securities which are backed by the cash flows  from credit
card receivables.  The offering is through a trust called First
NBC  Credit  Card  Master  Trust  and is part of a $750 million
shelf  registration  for  credit card  securities.   First  NBC
retained  the  servicing  and  customer  relationships  of  the
underlying credit card accounts.
     The offering included  a  publicly  offered $259.5 million
series 1997-1, Class A certificates with a  coupon of 6.15% and
an expected maturity of August, 2002 and $21  million of Series
1997-1,  Class  B  certificates with a coupon of 6.35%  and  an
expected maturity of  September,  2002.    Series  1997-1  also
included  a privately funded $19.5 million collateral interest,
which is  subordinated to the Class A and Class B certificates.
     This offering  will  be  accounted for as a sale under the
criteria established by SFAS No. 125, "Accounting for Transfers
and  Servicing  of  Financial  Assets   and  Extinguishment  of
Liabilities".


NOTE 4 - LONG-TERM DEBT

     In January 1997, First NBC established an ongoing bank note 
program.  During the  first  quarter  of  1997, $260 million par
value of bank  notes  were  issued,  with  an  average  original
maturity  of three years and an effective yield of 6.56%.  There
were no bank notes issued in the second quarter of 1997.


NOTE 5 - STOCK-BASED INCENTIVE COMPENSATION PLANS

     On  April  21,  1997, FCC's shareholders approved the  FCC
1997 Stock Option Plan  (the  "Option Plan").  Under the Option
Plan,  all outstanding stock appreciation  rights  (SARs)  were
canceled and replaced with stock options with equivalent terms.
On April  25, 1997, each SAR was exchanged for one newly-issued
option to purchase  one  share  of  FCC's  common  stock.   The
options  issued  in  exchange  for SARs totaled 988,168.  FCC's
closing stock price on April 25, 1997 was $39.63.
     At June 30, 1997, FCC's outstanding  stock options totaled
2,048,833  with a weighted average exercise  price  of  $28.33.
Exercisable stock options totaled 935,412 at June 30, 1997.
     During  the  first  quarter of 1997, 254,633 stock options
were granted at a weighted  average  exercise  price of $40.13.
Additionally, 97,947 shares of restricted stock plus performance
shares equal to 50% of restricted shares were granted  on  this
date.
     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.


NOTE 6 - EARNINGS PER SHARE

     In February 1997, the FASB issued  SFAS No. 128, "Earnings
Per  Share"  which  establishes  standards  for  computing  and
presenting  earnings per share ("eps").  Under  SFAS  No.  128,
primary eps is  replaced with basic eps.  Basic eps is computed
by dividing income  applicable to common shares by the weighted
average shares outstanding;  no  dilution  for  any potentially
convertible  shares  is  included  in  the calculation.   Fully
diluted  eps,  now  called  diluted  eps,  is  still  required;
however, when applying the treasury stock method,  the  average
stock  price is used rather than the greater of the average  or
closing  stock price for the period.  Under SFAS No. 128, basic
eps was $.85 and $.80 for the second quarters of 1997 and 1996,
respectively.   Diluted  eps was $.81 for the second quarter of
1997 and $.76 for the second  quarter  of  1996.  Basic eps was
$1.60 for both of the six-month periods ending  June  30,  1997
and  1996.   For the six-month periods ending June 30, 1997 and
1996, diluted  eps was $1.54 and $1.51, respectively.  SFAS No.
128 is effective  for  financial  statements issued for periods
ending after December 15, 1997.


NOTE 7 - CONTINGENCIES

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


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

     We  have  reviewed  the  accompanying consolidated balance
sheet of FIRST COMMERCE CORPORATION  (a  Louisiana corporation)
and  subsidiaries  as  of  June  30,  1997,  and   the  related
consolidated statements of income and cash flows for the three-
month  and  six-month  periods  ended  June 30, 1997 and  1996.
These  financial  statements  are  the  responsibility  of  the
company's management.

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

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

     We have previously audited, in accordance  with  generally
accepted auditing standards, the consolidated balance sheet  of
First  Commerce Corporation and subsidiaries as of December 31,
1996  and   the   related  statements  of  income,  changes  in
stockholders' equity  and  cash  flows  for the year then ended
(not  presented herein) and, in our report  dated  January  10,
1997, we expressed an unqualified opinion on those consolidated
financial  statements.   In  our  opinion,  the information set
forth in the accompanying consolidated condensed  balance sheet
as  of  December  31,  1996  is  fairly stated, in all material
respects, in relation to the consolidated  balance  sheet  from
which it has been derived.




                                   /s/ ARTHUR ANDERSEN LLP
                                   ARTHUR ANDERSEN LLP


New Orleans, Louisiana
August 7, 1997



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


(dollars in thousands, except per share data)                   1997                       1996
==================================================================================================================
                                                       Second      First       Fourth      Third       Second
                                                      Quarter     Quarter     Quarter     Quarter     Quarter
------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>         <C>         <C>         <C>
AVERAGE BALANCE SHEET DATA
  Total assets                                       $9,108,807  $9,082,650  $8,843,783  $8,526,062  $8,284,388
  Earning assets                                      8,444,555   8,400,237   8,188,195   7,857,391   7,576,406
  Loans                                               6,328,964   6,206,007   5,982,771   5,612,251   5,277,895
  Securities                                          2,058,183   2,137,468   2,157,419   2,201,775   2,197,283
  Deposits                                            7,462,260   7,372,870   6,950,851   6,792,549   6,917,697
  Long-term debt                                        340,208     257,275      82,460      85,912      85,980
  Stockholders' equity                                  736,360     723,937     710,131     709,896     738,940
------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Total interest income                              $  175,121  $  171,157  $  169,763  $  162,338  $  154,050
  Net interest income                                    96,436      95,833      96,232      93,617      90,968
  Net interest income (FTE)                              98,292      97,592      97,776      95,051      92,289
  Provision for loan losses                              14,775      13,225      14,168      12,525       7,465
  Other income (exclusive of securities transactions)    45,815      43,545      45,498      43,578      42,501
  Venture capital securities transactions                 3,009           -           -      (1,200)          -
  Securities transactions                                   780          23         407        (170)        (84)
  Operating expense                                      82,169      82,842      85,304      83,614      78,144
  Operating income                                       30,396      29,005      28,442      27,422      31,722
  Net income                                             32,859      29,020      28,707      26,531      31,667
------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                                 1.45%       1.30%       1.29%       1.24%       1.54%
  Return on average total equity                          17.90%      16.26%      16.08%      14.87%      17.24%
  Return on average common equity                         17.90%      16.26%      16.81%      15.31%      17.79%
  Net interest margin                                      4.67%       4.70%       4.76%       4.82%       4.89%
  Efficiency ratio                                        57.02%      58.70%      59.54%      60.31%      57.97%
  Overhead ratio                                           1.73%       1.90%       1.93%       2.03%       1.89%
  Average loans to average deposits                       84.81%      84.17%      86.07%      82.62%      76.30%
  Allowance for loan losses to loans                       1.34%       1.31%       1.31%       1.36%       1.39%
  Nonperforming assets to loans plus foreclosed assets     0.56%       0.59%       0.51%       0.57%       0.61%
  Allowance for loan losses to nonperforming loans       258.92%     255.47%     299.42%     279.00%     265.98%
  Equity ratio                                             8.17%       7.79%       7.87%       8.03%       8.80%
  Leverage ratio                                           7.98%       7.70%       7.76%       7.90%       8.65%
------------------------------------------------------------------------------------------------------------------
SELECTED PER SHARE DATA
  Earnings Per Common Share
    Net income - primary                             $     0.83  $     0.74  $     0.76  $     0.68  $     0.79
    Net income - fully diluted                       $     0.81  $     0.73  $     0.72  $     0.66  $     0.76
    Operating income - primary                       $     0.77  $     0.74  $     0.75  $     0.71  $     0.79
    Operating income - fully diluted                 $     0.75  $     0.73  $     0.71  $     0.67  $     0.76

  Common Dividends
    Cash dividends                                   $     0.40  $     0.40  $     0.40  $     0.35  $     0.35
    Dividend payout ratio                                 48.19%      54.05%      52.63%      51.47%      44.30%

  Book Value (end of period)
    Book value                                       $    19.67  $    18.58  $    18.66  $    17.96  $    18.11
    Tangible book value                              $    19.24  $    18.13  $    18.20  $    17.46  $    17.61

  Common Stock Data
    High stock price                                 $    48.25  $    46.38  $    39.88  $    36.63  $    36.00
    Low stock price                                  $    39.00  $    38.25  $    34.88  $    33.25  $    32.25
    Closing stock price                              $    44.00  $    40.50  $    38.88  $    34.88  $    35.38
    Trading volume (in thousands)                         8,225       8,049       7,095       9,118       5,498
    Number of stockholders (end of period)                9,193       9,223       9,319       9,267       9,257

  Average Shares Outstanding (in thousands)
    Primary                                              39,606      39,269      37,771      38,074      39,114
    Fully diluted                                        42,649      42,286      42,256      42,895      43,972

NUMBER OF EMPLOYEES (end of period)                       4,002       4,058       4,036       3,997       4,053
=================================================================================================================
</TABLE>

SECOND QUARTER IN REVIEW

     First  Commerce  Corporation's  (FCC's) net income for the
second  quarter of 1997 was $32.9 million,  compared  to  $31.7
million in  last year's second quarter.  Fully diluted earnings
per share were  $.81 in 1997's second quarter, compared to $.76
in the second quarter  of  1996.   Return on average equity was
17.90%, and return on average assets  was  1.45% for the second
quarter  of  1997.   The  key  points  of the second  quarter's
results included the following:

   Net interest income (FTE) rose 7% from  last  year's  second
   quarter, mainly on the strength of loan growth.

   The  provision  for  loan  losses  was  $14.8 million in the
   second quarter, compared to $7.5 million  in  1996's  second
   quarter.   The provision increase from 1996's second quarter
   was related to loan growth and higher net charge-offs.

   Other income,  excluding investment securities transactions,
   was  15%  higher  than   in   last  year's  second  quarter.
   Contributing to this increase was growth of credit card fees
   and  a  net  gain  of  $3.0  million  from  venture  capital
   securities transactions.

   Operating expense was 5% higher  than  the second quarter of
   1996.   The  efficiency  ratio declined to  57.02%  for  the
   current quarter from 57.97% in 1996's second quarter.

     A more detailed review of  FCC's  financial  condition and
earnings  for the second quarter of 1997 follows.  This  review
should be read  in  conjunction with the consolidated financial
statements  of  First  Commerce  Corporation  and  Subsidiaries
included in this report,  and  the Financial Review in the 1996
Annual Report.

EARNINGS ANALYSIS

Net Interest Income
     Net interest income (FTE) for  the  second quarter of 1997
was $98.3 million, 7% higher than last year's  second  quarter.
The  higher  net  interest income principally reflected average
loan growth.  Average  loans  grew  20%,  while average earning
assets rose 11%, resulting in a more favorable  mix  of earning
assets.    As  a  percent  of  earning  assets,  average  loans
increased to  75%  in  the  current quarter, compared to 70% in
1996's second quarter.  Loan  growth  was  primarily  funded by
increased  levels  of  deposits and long-term debt.  Growth  in
deposits mainly reflected  the  issuance of retail brokered CDs
and higher levels of public funds  deposits.   Higher long-term
debt resulted from bank notes issued.
     The  net interest margin was 4.67% this quarter,  compared
to 4.89% in the second quarter of 1996.  The decline was caused
by a 36 basis  point  rise  in  the  cost  of  interest-bearing
liabilities.  The higher funding costs reflected  rates paid on
FCC's  increased  level  of  longer-term funding sources,  plus
FCC's strategies of client migration  and  retention, which may
result in moving a client to a higher rate account  to  improve
retention and longer-term profitability.  Higher funding  costs
were partially offset by a 16 basis point increase in the yield
on  earning assets, primarily due to the shift in the mix to  a
higher proportion of loans.
     For  the  first  six  months  of 1997, net interest income
(FTE)  was  $195.9  million,  a 7% increase  from  1996's  same
period.  This improvement reflects 20% growth in average loans.
The net interest margin was 4.68%  for  the first half of 1997,
compared to 4.80% last year.  The decline was related to higher
funding costs, which primarily reflected  FCC's increased level
of longer-term funding sources.
     Table  1  presents  average balance sheets,  net  interest
income (FTE) and interest rates for the second quarters of 1997
and 1996, and for the first six months of 1997 and 1996.  Table
2 analyzes the components  of  changes  in  net interest income
between these periods.

Provision For Loan Losses
     The provision for loan losses was $14.8  million in 1997's
second  quarter, compared to $7.5 million in last  year's  same
quarter.   The  provision  exceeded  net  charge-offs  by  $6.0
million  in  1997's  second  quarter,  a reflection of both the
strong  loan  growth  and the effect of increasing  charge-offs
during the last twelve  months  which  impacted  the experience
factor  used  in the allowance calculation, both of  which  are
expected to be  factors  in  the provision calculation over the
next few quarters.  For the six-month  periods,  the  provision
was  $28.0 million in 1997, compared to $11.3 million in  1996.
Higher  net  charge-offs  and  loan growth caused the increase.
Dependent  primarily  upon economic  conditions,  national  and
regional trends, net charge-off  levels,  and  changes  in  the
level  and  mix of the loan portfolio, FCC's provision for loan
losses may grow in future periods.
     For a discussion  of  the  allowance  for loan losses, net
charge-offs  and  nonperforming  assets,  see the  Credit  Risk
Management section of this Financial Review.

Other Income
     Other     income,    excluding    investment    securities
transactions, was $48.8 million in the second quarter, compared
to $42.5 million  in the same quarter of 1996.  Credit card fee
income and venture  capital  securities  transactions  were the
most significant contributors to the increase.  Credit card fee
income  rose  $3.2  million, or 29%, reflecting higher purchase
volumes and late charge  fee  income.   Higher  late charge fee
income  was  driven by both volume and pricing increases.   The
venture capital  business  realized  a net gain of $3.0 million
from the sale of certain securities in  which it invested.  FCC
began its venture capital business in 1994 to provide companies
with  capital  for  growth  through expansion  or  acquisition,
satisfying the corporate finance  needs  that  traditional bank
lending  could  not meet.  Additional increases experienced  in
trust  income  ($470,000,  or  9%)  and  broker/dealer  revenue
($116,000,  or 4%)  were  mainly  related  to  higher  business
volumes.  Service  charges  on  deposits  fell  4%  from 1996's
second quarter, reflecting FCC's strategies of client migration
and retention, which may result in moving a client to  a  lower
fee account to improve retention and longer-term profitability.
     For   the   six-month   period,  other  income,  excluding
investment  securities transactions,  was  $92.4  million,  11%
higher  than  in  1996.   Improvements  in  credit  card  ($5.9
million, or 28%)  and  trust ($1.3 million, or 13%) income were
the primary causes of the  increase,  and  mainly  reflected  a
continuing rise in business volumes.  The $3.0 million net gain
on  venture capital securities transactions also contributed to
the increase.
     Investment  securities transactions resulted in pretax net
gains of $780,000  in  the  second quarter of 1997, compared to
pretax  net losses of $84,000  in  last  year's  same  quarter.
Pretax net  gains of $803,000 and $1.1 million were recorded in
the six months ended June 30, 1997 and 1996, respectively.

Operating Expense
     Operating  expense  was  $82.2  million  in  1997's second
quarter,  up  5%  from  the  second quarter of 1996.  Equipment
expense  grew  $1.5  million,  or   24%,  reflecting  increased
depreciation.   Advertising expense rose  ($686,000,  or  20%),
mainly  reflecting   increased   credit   card  and  promotions
expenses.   Personnel  expense  was 1% lower than  1996's  same
quarter,  reflecting  lower  stock appreciation  rights  (SARs)
expense, partially offset by annual merit raises.  On April 25, 
1997, all outstanding SARs were canceled and  replaced  with  
stock options   with   equivalent  terms. Compensation expense 
is increased or decreased in connection with SARs based on  the  
market  value  of FCC's common stock; therefore,  this expense 
is subject to the volatility of the stock market. This exchange  
capped the total expense at the stock price on the exchange date,  
eliminating this volatility. The  efficiency  ratio  was  57.02%  
for  the  current quarter, compared to 57.97% in 1996's second 
quarter.
     For  the  six-month  period, operating expense  rose  $7.1
million, or 4%.  Personnel  expense  increased $2.0 million, or
2%, due to annual merit raises, partially  offset by lower SARs
expense.   Higher  equipment ($1.8 million), advertising  ($1.3
million)  and  bank stock  tax  ($1.2  million)  expenses  also
contributed to the  rise  in  operating expense.  For the first
six months of 1997, the efficiency  ratio  was 57.85%, compared
to 59.38% for the same period in 1996.

FINANCIAL CONDITION ANALYSIS

Loans
     At June 30, 1997, loans were $6.5 billion, 20% higher than
one year ago and 5% higher than year-end 1996.   Average  loans
for  the  second  quarter of 1997 were $6.3 billion, 20% higher
than last year's same  period.   Loan  growth  continues  to be
broad-based  with  the most significant increases in commercial
and commercial real estate.
     On August 7, 1997,  FCC's  subsidiary bank, First National
Bank of Commerce (First NBC), issued  $300  million  of  credit
card securities, which are backed by the cash flows from credit
card receivables.  This transaction will be accounted for  as a
sale   under   the   criteria  established  by  SFAS  No.  125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishment  of  Liabilities."    First   NBC  retained  the
servicing  and customer relationships of the underlying  credit
card accounts.


Securities
     Securities  were  $2.1  billion  at  the end of the second
quarter, compared to $2.2 billion at December  31,  1996.   For
both  periods,  all securities were classified as available for
sale.  Unrealized  gains,  net  of tax, increased stockholders'
equity $21 million at June 30, 1997, compared to $23 million at
year-end  1996.   Market  value  fluctuations  are  related  to
changes in the level of securities and market interest rates.
     During  1997's second quarter,  securities  averaged  $2.1
billion, 6% lower  than 1996's second quarter.  The majority of
the proceeds from securities  maturing  during 1996 funded loan
growth.   It  is  likely  that  the  proceeds  from  securities
maturities  or  sales  will  be reinvested in other  securities
during 1997.

Money Market Investments
     Money market investments  were  $34  million  at  June 30,
1997.   Average money market investments for the second quarter
of 1997 were  $57  million,  compared  to  $101 million for the
second quarter of 1996.  The reduction funded  loan growth.  As
a  percent of average earning assets, money market  investments
were 1% for both periods.

Deposits
     At  June 30, 1997, deposits were $7.7 billion, compared to
$7.3 billion  at  year-end  1996.   Average  deposits  for  the
current  quarter  were  $7.5  billion,  8%  over  1996's second
quarter.  Deposit growth was primarily related to FCC's  retail
brokered  CD  program  and public funds deposits.  FCC's retail
brokered CD program was  established  in  the fourth quarter of
1996.   CDs  issued  under  this program are included  in  time
deposits of $100,000 and over and averaged $274 million for the
second quarter of 1997.  Average  core  deposits, which exclude
time deposits of $100,000 and over, rose  1%,  compared  to the
second quarter of 1996.

Short-Term Borrowings
     Short-term  borrowings  were  $416  million as of June 30,
1997,  a  56%  decline  from  December 31, 1996.   The  decline
reflected the issuance of longer-term  brokered  CDs  and  bank
notes,  plus the higher level of public funds deposits.  During
the  second   quarter,   short-term  borrowings  averaged  $442
million, or 5% of average  earning  assets,  compared  to  $419
million,  or  6%  of  average earning assets, for 1996's second
quarter.

Long-Term Debt
     At  June  30,  1997,  long-term  debt  was  $340  million,
compared to $81 million at December 31, 1996.  In January 1997,
First NBC established an ongoing bank note program to diversify
its access to wholesale funding sources.  The increase in long-
term debt from year-end  1996  reflects  the  issuance  of $260
million  of  bank  notes  under  this  program.  The bank notes
issued have an average original maturity of three years.

Interest Rate Contracts
     The total notional amount of FCC's interest rate contracts
at June 30, 1997 was $776 million, compared  to $766 million at
March  31,  1997.   Table  3  summarizes  FCC's  interest  rate
contracts  at  June 30, 1997.  During the current quarter,  FCC
entered into interest  rate  swaps with a total notional amount
of $10 million.  These interest rate swaps convert a portion of
retail brokered CDs from fixed to floating rate.
     For  the second quarter and  first  six  months  of  1997,
interest rate  contracts increased net interest income $454,000
and $580,000, respectively.   At  June  30, 1997, the estimated
fair value of FCC's interest rate contracts  was  $3.9 million,
compared to a loss of $862,000 at March 31, 1997.   The  change
is due to a decline in market interest rates.

Liquidity
     In  order to enhance liquidity, FCC has begun to diversify
its access  to  wholesale  funding sources.  Retail brokered CD
and bank note programs were  established  in the fourth quarter
of  1996  and  the  first  quarter  of 1997, respectively.   In
addition,  FCC  has  established a credit  card  securitization
program.  On August 7,  1997,  First NBC issued $300 million of
credit card securities under this  program.   This  issuance is
discussed   more  completely  in  the  Loans  section  of  this
Financial Review.

Capital and Dividends
     At June  30, 1997, stockholders' equity was 8.17% of total
assets, compared  to  7.87% at December 31, 1996.  The increase
reflects net earnings for the six-month period, plus the effect
of the conversion of SARs  to  stock options.  Table 5 presents
FCC's risk-based and other capital  ratios  as of June 30, 1997
and  year-end  1996.   All ratios remain well above  regulatory
minimums.  Under present  regulations,  all  six of FCC's banks
are classified as "well-capitalized."
     At the end of the second quarter, the Parent  Company  had
$72  million  of net working capital.  Additionally, the Parent
Company could receive  dividends  from  the Banks without prior
regulatory approval of $69 million, plus an amount equal to the
Banks' adjusted net profits for the remainder of the year.

Credit Risk Management
Nonperforming Assets
     Nonperforming assets were $37 million  at  June  30, 1997,
compared  to  $32  million at year-end 1996.  The increase  was
mainly due to several  commercial  loans  placed  on nonaccrual
status during the first quarter of 1997.  Nonperforming  assets
were  .56%  of loans at the end of the second quarter, compared
to .51% at December  31, 1996.  61% of nonperforming loans were
contractually current  or  no more than 30 days past due at the
end of the second quarter, compared  to  42%  at  December  31,
1996.
     Accruing  loans past due 90 days or more were $28 million,
or .43% of loans, at June 30, 1997, compared to $29 million, or
 .47% of loans, at  December  31,  1996.   Watch  list loans and
foreclosed assets were $178 million at quarter-end, compared to
$157 million at December 31, 1996.
     Table  6  presents  information  on nonperforming  assets,
detailed by type, as of June 30, 1997 and December 31, 1996.

Allowance for Loan Losses
     The allowance for loan losses was $88 million, or 1.34% of
loans, at June 30, 1997, compared to $82  million,  or 1.31% of
loans, at year-end 1996.  At the end of 1997's second  quarter,
the allowance for loan losses was 259% of nonperforming  loans,
compared  to  299%  at  December  31, 1996.  For the six months
ended June 30, 1997, the provision  exceeded net charge-offs by
$6.1 million, reflecting both the strong  loan  growth  and the
effect of increasing charge-offs during the last twelve months,
which  impacted  the  experience  factor  used in the allowance
calculation, both of which are expected to  be  factors  in the
provision  calculation  over the next few quarters.  Management
believes  that  the  allowance  is  adequate  to  cover  losses
inherent in the loan portfolio.
     For the second quarter,  net  charge-offs were $9 million,
or .55% of loans.  Net charge-offs were $13 million, or .85% of
loans, in the first quarter of 1997  and $7 million, or .51% of
loans, in 1996's second quarter.  For  the  six-month  periods,
net  charge-offs  were  $22  million,  or .70%, in 1997 and $12
million, or .45%, in 1996.
     Higher net charge-offs of credit card  loans  and loans to
individuals caused the increase in net charge-offs from  1996's
second  quarter.   Credit  card net charge-offs were $4 million
higher than in the second quarter  of  1996.   As  a percent of
average  credit  card  loans, credit card net charge-offs  were
4.16% in 1997's second quarter,  compared  to  3.08%  in 1996's
same  period.   The  increase  in credit  card  net charge-offs
reflected  the  national trend, also  experienced  at  FCC,  of
rising credit card  loan  losses.   Net charge-offs of loans to
individuals rose $2 million, compared  to the second quarter of
1996.
     The decline in net charge-offs from  1997's  first quarter
reflected lower net charge-offs on credit card loans  and loans
to  individuals,  plus  higher  recoveries on commercial loans.
Credit  card net charge-offs decreased  to  $8.7  million  this
quarter,  or  4.16%  of  average  credit  card loans, from $9.0
million,  or 4.40%, in the prior quarter.  Net  charge-offs  of
loans to individuals  were .76% in the second quarter, compared
to  .90%  last quarter.   Commercial  net  recoveries  rose  $3
million, mainly due to one commercial real estate recovery.
     Dependent primarily upon economic conditions, national and
regional trends,  net  charge-off  levels,  and  changes in the
level and mix of the loan portfolio, FCC's provision  for  loan
losses may grow in future periods.
     Table  7  presents  the activity in the allowance for loan
losses for the second quarters and first six months of 1997 and
1996.



<TABLE>
<CAPTION>

TABLE 1. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE)(a) AND 
INTEREST RATES
                                    Three Months Ended               Three Months Ended
                                      June 30, 1997                     June 30, 1996
----------------------------------------------------------------------------------------------                                  
                              Average                           Average
(dollars in thousands)        Balance    Interest     Rate      Balance     Interest    Rate
----------------------------------------------------------------------------------------------    
<S>                         <C>          <C>         <C>      <C>           <C>        <C>
ASSETS
 EARNING ASSETS
  Loans (b)                 $6,328,964   $141,577     8.97%   $5,277,895    $117,420    8.94%
  Securities
   Taxable                   1,976,165     32,571     6.60     2,109,071      34,425    6.55
   Tax-exempt                   82,018      2,094    10.21        88,212       2,242   10.17
----------------------------------------------------------------------------------------------    
    Total securities         2,058,183     34,665     6.75     2,197,283      36,667    6.70
----------------------------------------------------------------------------------------------                      
  Money market 
  investments                   57,408        735     5.13       101,228       1,284    5.10
----------------------------------------------------------------------------------------------      
    Total earning assets     8,444,555   $176,977     8.40%    7,576,406    $155,371    8.24%
----------------------------------------------------------------------------------------------    
NONEARNING ASSETS
  Other assets(c)              749,202                           783,071
  Allowance for loan losses    (84,950)                          (75,089)
----------------------------------------------------------------------------------------------        
    Total assets            $9,108,807                        $8,284,388
==============================================================================================               
LIABILITIES AND STOCKHOLDERS' EQUITY
 INTEREST-BEARING LIABILITIES
  Interest-bearing deposits
   NOW account deposits     $1,191,372     $6,585     2.22%   $1,097,870      $5,016    1.84%
   Money market 
   investment deposits         931,577      7,825     3.37       872,893       6,467    2.98
   Savings and other 
   consumer time deposits    2,740,309     33,234     4.86     2,803,482      32,893    4.72
   Time deposits $100,000 
   and over                  1,303,118     18,317     5.64       796,395      10,553    5.33
----------------------------------------------------------------------------------------------       
    Total interest-bearing 
    deposits                 6,166,376     65,961     4.29     5,570,640      54,929    3.97
----------------------------------------------------------------------------------------------      
  Short-term borrowings        442,184      5,773     5.24       418,792       5,545    5.33
  Long-term debt               340,208      6,951     8.17        85,980       2,608   12.20
----------------------------------------------------------------------------------------------      
    Total interest-bearing 
    liabilities              6,948,768    $78,685     4.54%    6,075,412     $63,082    4.18%
----------------------------------------------------------------------------------------------                     
NONINTEREST-BEARING LIABILITIES
 AND STOCKHOLDERS' EQUITY
  Noninterest-bearing 
  deposits                   1,295,884                         1,347,057
  Other liabilities            127,795                           122,979
  Stockholders' equity         736,360                           738,940
----------------------------------------------------------------------------------------------        
    Total liabilities and 
    stockholders' equity    $9,108,807                        $8,284,388
==============================================================================================    
    Net interest income 
    (FTE) and margin                      $98,292     4.67%                  $92,289    4.89%
----------------------------------------------------------------------------------------------        
    Net earning assets 
    and interest spread     $1,495,787                3.86%   $1,500,994                4.06%
----------------------------------------------------------------------------------------------        
    Cost of funds                                     3.73%                             3.35%
----------------------------------------------------------------------------------------------                   
(a) Fully taxable equivalent based on a 35% tax rate.
(b) Net of unearned income, prior to deduction of allowance for
loan losses and including nonaccrual loans. 
(c) Includes mark-to-market adjustment on securities available for sale.
</TABLE>
<TABLE>
<CAPTION>

TABLE 1. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE)(a) AND 
INTEREST RATES (continued)
                                     Six Months Ended                 Six Months Ended
                                      June 30, 1997                     June 30, 1996
----------------------------------------------------------------------------------------------                                  
                              Average                           Average
(dollars in thousands)        Balance    Interest     Rate      Balance     Interest    Rate
----------------------------------------------------------------------------------------------    
<S>                         <C>          <C>         <C>      <C>           <C>        <C>
ASSETS
 EARNING ASSETS
  Loans (b)                 $6,267,825   $278,129     8.94%   $5,224,210    $232,310    8.94%
  Securities
   Taxable                   2,014,405     66,125     6.60     2,238,131      72,888    6.54
   Tax-exempt                   83,201      4,222    10.15        89,209       4,497   10.08
----------------------------------------------------------------------------------------------    
    Total securities         2,097,606     70,347     6.74     2,327,340      77,385    6.67
----------------------------------------------------------------------------------------------                      
  Money market 
  investments                   57,086      1,417     5.00        86,586       2,209    5.13
----------------------------------------------------------------------------------------------      
    Total earning assets     8,422,517   $349,893     8.36%    7,638,136    $311,904    8.20%
----------------------------------------------------------------------------------------------    
NONEARNING ASSETS
  Other assets(c)              757,203                           800,912
  Allowance for loan losses    (83,919)                          (75,510)
----------------------------------------------------------------------------------------------        
    Total assets            $9,095,801                        $8,363,538
============================================================================================== 
LIABILITIES AND STOCKHOLDERS' EQUITY
 INTEREST-BEARING LIABILITIES
  Interest-bearing deposits
   NOW account deposits     $1,231,020    $14,012     2.30%   $1,116,580     $10,735    1.93%
   Money market 
   investment deposits         907,445     14,665     3.26       839,561      12,378    2.96
   Savings and other 
   consumer time deposits    2,744,141     65,720     4.83     2,803,438      66,046    4.74
   Time deposits $100,000 
   and over                  1,230,828     34,067     5.58       781,951      20,883    5.37
---------------------------------------------------------------------------------------------- 
    Total interest-bearing 
    deposits                 6,113,434     128,464    4.24     5,541,530     110,042    3.99
----------------------------------------------------------------------------------------------      
  Short-term borrowings        510,003      13,067    5.17       511,110      13,862    5.45
  Long-term debt               298,970      12,478    8.35        86,504       5,327   12.38
----------------------------------------------------------------------------------------------      
    Total interest-bearing 
    liabilities              6,922,407    $154,009    4.48%    6,139,144    $129,231    4.23%
----------------------------------------------------------------------------------------------                     
NONINTEREST-BEARING LIABILITIES
 AND STOCKHOLDERS' EQUITY
  Noninterest-bearing 
  deposits                   1,304,380                         1,362,294
  Other liabilities            138,831                           122,587
  Stockholders' equity         730,183                           739,513
----------------------------------------------------------------------------------------------        
    Total liabilities and 
    stockholders' equity    $9,095,801                        $8,363,538
==============================================================================================    
    Net interest income 
    (FTE) and margin                     $195,884     4.68%                 $182,673    4.80%
----------------------------------------------------------------------------------------------        
    Net earning assets 
    and interest spread     $1,500,110                3.88%   $1,498,992                3.97%
----------------------------------------------------------------------------------------------        
    Cost of funds                                     3.68%                             3.40%
----------------------------------------------------------------------------------------------                   
(a) Fully taxable equivalent based on a 35% tax rate.
(b) Net of unearned income, prior to deduction of allowance for
loan losses and including nonaccrual loans. 
(c) Includes mark-to-market adjustment on securities available for sale.
                                                                                                      
</TABLE>                                                                 
<TABLE>
<CAPTION>

TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) (a)
                                  Three Months Ended June 30, 1997          Six Months Ended June 30, 1997
                                  Compared to Three Months Ended            Compared to Six Months Ended
                                           June 30, 1996                             June 30, 1996
----------------------------------------------------------------------------------------------------------------
                                  Total        Due to        Due to        Total        Due to        Due to
                                Increase      Change in     Change in     Increase     Change in    Change in
(in thousands)                 (Decrease)      Volume         Rate       (Decrease)      Volume        Rate
----------------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>           <C>            <C>           <C>         <C>
INTEREST INCOME (FTE)
  Loans                        $  24,157    $   24,290    $   (133)      $ 45,819      $ 48,149    $ (2,330)
  Securities
   Taxable                        (1,854)       (2,129)        275         (6,763)       (7,256)        493
   Tax-exempt                       (148)         (158)         10           (275)         (305)         30
----------------------------------------------------------------------------------------------------------------    
    Total securities              (2,002)       (2,287)        285         (7,038)       (7,561)        523
----------------------------------------------------------------------------------------------------------------      
  Money market investments          (549)         (609)         60           (792)         (811)         19
----------------------------------------------------------------------------------------------------------------        
    Total interest income 
    (FTE)                      $  21,606    $   21,394    $    212       $ 37,989      $ 39,777    $ (1,788)
================================================================================================================
INTEREST EXPENSE
  Interest-bearing deposits
   NOW account deposits        $   1,569    $      453    $  1,116       $  3,277      $  1,173    $  2,104
   Money market investment 
   deposits                        1,358           454         904          2,287         1,045       1,242
   Savings and other consumer 
   time deposits                     341          (751)      1,092           (326)       (1,410)      1,084
   Time deposits $100,000 
   and over                        7,764         7,087         677          13,184       12,392         792
----------------------------------------------------------------------------------------------------------------    
    Total interest-bearing 
    deposits                      11,032         7,243       3,789          18,422       13,200       5,222
----------------------------------------------------------------------------------------------------------------      
  Short-term borrowings              228           306         (78)           (795)         (30)       (765)
  Long-term debt                   4,343         5,445      (1,102)          7,151        9,357      (2,206)
----------------------------------------------------------------------------------------------------------------        
    Total interest expense     $  15,603     $  12,994    $  2,609        $ 24,778     $ 22,527    $  2,251
----------------------------------------------------------------------------------------------------------------        
    Change in net interest 
    income (FTE)               $   6,003     $   8,400    $ (2,397)       $ 13,211     $ 17,250    $ (4,039)
================================================================================================================
(a) Changes not solely due to either volume or rate are allocated on a proportional basis.

</TABLE>

TABLE 3.  INTEREST RATE CONTRACTS
<TABLE>                                                                           
<CAPTION>
                                                                           Weighted Average Rate
                                                                   ----------------------------------                
                                                                                   Pay
                                                                    Receive     Floating
                            Notional            Maturity             Fixed        Rate        Strike        Underlying
(dollars in thousands)       Amount               Date               Rate        (LIBOR)       Rate       Asset/Liability
---------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>                            <C>          <C>          <C>     <C>
Floors                     $500,000           December 1998           -%            -%         4.65%   Transaction deposits
Swaps                        10,000   February 1998 -February 2000   6.19         5.74           -     Long-term bank notes
Swaps                       166,000   January 1999 - February 2002   6.44         5.82           -     Retail brokered CDs
Swap                        100,000             March 2002           7.18         5.78           -          Loans
---------------------------------------------------------------------------------------------------------------------------
Total at June 30, 1997     $776,000                                  6.70%        5.80%        4.65%
===========================================================================================================================

</TABLE>


TABLE 4.  NET INTEREST INCOME (EXPENSE) FROM INTEREST RATE CONTRACTS
(in thousands)                      Floors        Swaps        Total
---------------------------------------------------------------------
Three months ended June 30, 1997
  Interest income                  $   -        $  596       $  596
  Amortization                       (142)          -          (142)
---------------------------------------------------------------------
Net interest income (expense)      $ (142)      $  596       $  454
=====================================================================
Six months ended June 30, 1997
  Interest income                  $   -        $  864       $  864
  Amortization                       (284)          -          (284)
---------------------------------------------------------------------
Net interest income (expense)      $ (284)      $  864       $  580
=====================================================================



TABLE 5. RISK-BASED CAPITAL AND CAPITAL RATIOS
                                             June 30          December 31
(dollars in thousands)                        1997                1996
----------------------------------------------------------------------------
Tier 1 capital                            $  725,383          $  683,190
Tier 2 capital                               130,977             126,993
----------------------------------------------------------------------------
  Total capital                           $  856,360          $  810,183
============================================================================
Risk-weighted assets                      $6,610,529          $6,294,032
============================================================================
Ratios
 Leverage ratio                               7.98%               7.76%
 Tier 1 capital                              10.97%              10.85%
 Total capital                               12.95%              12.87%
 Equity ratio                                 8.17%               7.87%
 Tangible equity ratio                        8.01%               7.69%
============================================================================


TABLE 6. NONPERFORMING ASSETS
                                             June 30           December 31
(dollars in thousands)                         1997                1996
----------------------------------------------------------------------------
Nonaccrual loans by type
  Loans to individuals-residential 
  mortgages                                $  8,081             $  7,908
  Loans to individuals-other                  1,438                1,007
  Commercial, financial and other            11,243               11,037
  Real estate-commercial mortgages           12,687                6,687
  Real estate-construction and other            427                  616
----------------------------------------------------------------------------   
   Total nonaccrual loans                    33,876               27,255
----------------------------------------------------------------------------   
Foreclosed assets                             2,830                4,600
----------------------------------------------------------------------------
Total nonperforming assets                 $ 36,706             $ 31,855
============================================================================
Loans past due 90 days or more 
and not on nonaccrual status               $ 27,987             $ 29,451
============================================================================ 
Ratios
 Nonperforming assets as a percent of 
  loans plus foreclosed assets                0.56%                 0.51%
 Allowance for loan losses as a 
  percent of nonperforming loans            258.92%               299.42%
 Loans past due 90 days or more and 
  not on nonaccrual status as 
   a percent of loans                         0.43%                 0.47%
============================================================================
<TABLE>
<CAPTION>


TABLE 7. SUMMARY OF LOAN LOSS EXPERIENCE
====================================================================================
                                     Three Months Ended           Six Months Ended
                                          June 30                      June 30
(dollars in thousands)                1997         1996           1997         1996
====================================================================================               
<S>                                 <C>          <C>            <C>          <C>
Balance at beginning of period      $81,690      $74,534        $81,606      $75,845
Provision charged to expense         14,775        7,465         28,000       11,290
Loans charged to the allowance
  Loans to individuals-residential 
   mortgages                             30           46             37           52
  Loans to individuals-other          5,183        3,269         10,826        6,547
  Commercial, financial and other       206          204          1,312          281
  Real estate-commercial mortgages        1            -             21            1
  Real estate-construction and other      -            -              2            -
  Credit card loans                   9,831        5,904         19,819       10,855
------------------------------------------------------------------------------------  
   Total charge-offs                 15,251        9,423         32,017       17,736
------------------------------------------------------------------------------------  
Recoveries on loans previously 
charged to the allowance 
  Loans to individuals-residential 
   mortgages                             58           84            231          148
  Loans to individuals-other          1,351        1,168          2,651        2,075
  Commercial, financial and other       571          393          1,489        1,476
  Real estate-commercial mortgages    3,349          144          3,630          277
  Real estate-construction and other      3            6              8          162
  Credit card loans                   1,167          961          2,115        1,795
-------------------------------------------------------------------------------------                     
   Total recoveries                   6,499        2,756         10,124        5,933
------------------------------------------------------------------------------------                         
    Net charge-offs                   8,752        6,667         21,893       11,803
------------------------------------------------------------------------------------                 
Balance at end of period            $87,713      $75,332        $87,713      $75,332
====================================================================================               
Gross annualized charge-offs as 
 a percent of average loans           0.96%        0.71%          1.02%        0.68%
Recoveries as a percent of 
 gross charge-offs                   42.61%       29.25%         31.62%       33.45%
Net annualized charge-offs 
 as a percent of average loans        0.55%        0.51%          0.70%        0.45%
Allowance for loan losses as a 
 percent of loans at end of period    1.34%        1.39%          1.34%        1.39%
====================================================================================

</TABLE>
                  
                  
                  Part II:  Other Information

Item 1.  Legal Proceedings.

                  At   June   30,   1997,  FCC's  wholly  owned
             subsidiary, First National Bank of Commerce (First
             NBC), was a defendant in  a  suit filed against it
             by First Trust National Association  (First Trust)
             in  the  U.  S.  District  Court  for the Southern
             District of Mississippi on June 10,  1997.   First
             Trust,  in  its  capacity  as indenture trustee of
             certain mortgage notes, alleges that First NBC, as
             disbursing agent for the proceeds  of  sale of the
             notes,  breached  its  contractual obligations  by
             disbursing funds without  following  the  terms of
             the  Disbursement  Agreement.   First  Trust seeks
             reimbursement from First NBC for any losses  by it
             and  the holders of the notes, estimated by it  at
             $25 million,  plus  expenses.   In  the opinion of
             management,  after  consulting  with counsel,  the
             ultimate outcome of the litigation is not expected
             to result in a material adverse effect upon FCC.
                  FCC and its subsidiaries have  been  named as
             defendants  in various other legal actions arising
             from normal business  activities  in which damages
             in  various amounts are claimed.  The  amount,  if
             any,  of  ultimate  liability with respect to such
             matters cannot be determined,  but is not expected
             to be material.

Item 2. Changes in Securities.

             None

Item 3. Defaults Upon Senior Securities.

             None

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

        (a) The annual meeting of the shareholders  of  FCC was
held on April 21, 1997.

        (b) and (c)
                                                                       BROKER
SUBMISSION OF MATTERS             FOR         AGAINST*    ABSTAIN     NONVOTE
I.  Directors Elected
     Ian Arnof                 28,415,828     150,552        0           0
     James J. Bailey III       28,419,563     146,817        0           0
     John W. Barton            28,422,979     143,401        0           0
     Sydney J. Besthoff III    28,119,869     446,511        0           0
     Robert H. Bolton          28,406,332     160,048        0           0
     Robert C. Cudd III        28,425,340     141,040        0           0
     Frances B. Davis          28,419,286     147,094        0           0
     Laurance Eustis, Jr.      28,408,964     157,416        0           0
     William P. Fuller         28,426,829     139,551        0           0
     Arthur Hollins III        28,420,824     145,556        0           0
     F. Ben James, Jr.         28,433,172     133,208        0           0
     Erik F. Johnsen           28,141,326     425,054        0           0
     J. Merrick Jones, Jr.     28,434,306     132,074        0           0
     Edwin Lupberger           28,156,173     410,207        0           0
     Mary Chavanne Martin      28,355,370     211,010        0           0
     Hugh G. McDonald, Jr.     28,429,282     137,098        0           0
     Saul A. Mintz             28,414,115     152,265        0           0
     Hermann Moyse, Jr.        28,412,883     153,497        0           0
     O. Miles Pollard, Jr.     28,431,550     134,830        0           0
     G. Frank Purvis, Jr.      28,410,181     156,199        0           0
     Tom H. Scott              28,406,645     159,735        0           0
     Edward M. Simmons         28,420,242     146,138        0           0
     H. Leighton Steward       28,431,106     135,274        0           0
     Robert A. Weigle          28,434,306     132,074        0           0

II. 1997 Stock Option Plan     27,070,190   1,211,114  285,076           0

III. Performance goals for     27,428,715     759,272  378,393           0
     restricted stock and
     performance share awards
     under FCC's 1992 Stock
     Incentive Plan
        
        *With  respect  to  the  election of directors, amounts
shown reflect shares as to which authority to vote was withheld.

Item 5. Other Information.

             None

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

        (a)  Exhibits:

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

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

          4.3 -   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.

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

         10.2 -   FCC  Amended  and  Restated Supplemental Tax-
                  Deferred  Savings  Plan  included  as Exhibit 
                  10.1 to FCC's Annual Report on Form 10-K  for 
                  the   year  ended  December  31,  1994,  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,  1996, 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.

        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 April 14, 1997 was
                  filed by the Registrant  under  Item 5, Other
                  Events.   The document was filed to  disclose
                  FCC's issuance of a press release dated April
                  11, 1997, announcing  FCC's  earnings for the
                  First Quarter of 1997.


                            SIGNATURES




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


                              First Commerce Corporation
                              (Registrant)



Date: August 13, 1997         /s/ Thomas L. Callicutt, Jr.
-----------------------       ------------------------------
                              Thomas L. Callicutt, Jr.
                              Executive Vice President, Controller and
                              Principal Accounting Officer