________________________________________________________________________


                          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 September 30, 1996


                      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)


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


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


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

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


        Class                      Outstanding as of October 31, 1996
        _____                      ________________________________

  Common Stock, $5.00 par value                  37,135,394

<PAGE>

                      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      8

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

Part II:  Other Information                                 22

<PAGE>
                          FIRST COMMERCE CORPORATION 
                           CONSOLIDATED BALANCE SHEETS 
<TABLE>
<CAPTION>

(dollars in thousands)                                                                        September 30         December 31
==============================================================================================================================
                                                                                                  1996                1995
______________________________________________________________________________________________________________________________
<S>                                                                                          <C>                 <C> 
ASSETS
  Cash and due from banks                                                                    $   413,389         $   497,268
  Interest-bearing deposits in other banks                                                           131                 788
  Securities available for sale, at fair value                                                 2,205,903           2,599,767
  Trading account securities                                                                      36,290              19,630
  Federal funds sold and securities purchased under resale agreements                              7,470              33,900
  Loans and leases, net of unearned income of $246 and $7,070, respectively                    5,832,032           5,122,726
     Allowance for loan losses                                                                   (79,310)            (75,845)
______________________________________________________________________________________________________________________________
        Net loans and leases                                                                   5,752,722           5,046,881
==============================================================================================================================  
  Premises and equipment                                                                         166,690             165,813
  Accrued interest receivable                                                                     95,596              95,787
  Other assets                                                                                    94,561              70,973
______________________________________________________________________________________________________________________________
        Total assets                                                                          $8,772,752          $8,530,807
==============================================================================================================================
LIABILITIES
    Noninterest-bearing deposits                                                              $1,371,238          $1,481,795
    Interest-bearing deposits                                                                  5,478,652           5,472,606
______________________________________________________________________________________________________________________________
        Total deposits                                                                         6,849,890           6,954,401
==============================================================================================================================
  Short-term borrowings                                                                          995,881             635,728
  Accrued interest payable                                                                        43,121              41,952
  Accounts payable and other accrued liabilities                                                  93,571              77,331
  Long-term debt                                                                                  85,875              88,346
______________________________________________________________________________________________________________________________
        Total liabilities                                                                      8,068,338           7,797,758
==============================================================================================================================
STOCKHOLDERS' EQUITY
  Preferred stock, 5,000,000 shares authorized
    Series 1992, 7.25% cumulative convertible, $25 stated value
    Issued -- 1,541,531 and 2,348,806 shares, respectively                                        38,538              58,720
  Common stock, $5 par value
    Authorized -- 100,000,000 shares
    Issued -- 39,389,197 and 38,281,519 shares, respectively                                     196,946             191,408
  Capital surplus                                                                                146,284             125,405
  Retained earnings                                                                              384,904             337,782
  Treasury stock -- 2,171,940 and 471,403 shares, at cost, respectively                          (72,577)            (12,727)
  Unearned restricted stock compensation                                                          (3,853)             (1,123)
  Net unrealized gain on securities available for sale                                            14,172              33,584
______________________________________________________________________________________________________________________________
        Total stockholders' equity                                                               704,414             733,049
==============================================================================================================================
        Total liabilities and stockholders' equity                                            $8,772,752          $8,530,807
==============================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Balance Sheets.
</TABLE>
<PAGE>

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


                                                         Three Months Ended              Nine Months Ended
(dollars in thousands except per share data)                 September 30                    September 30
================================================================================================================
                                                           1996           1995             1996           1995
________________________________________________________________________________________________________________
<S>                                                      <C>            <C>              <C>            <C> 
INTEREST INCOME
  Interest and fees on loans and leases                  $125,134       $106,320         $356,079       $300,281
  Interest and dividends on taxable securities             35,127         45,245          107,915        133,666
  Interest on tax-exempt securities                         1,555          1,647            4,741          5,441
  Interest on money market investments                        522            898            2,727          4,435
_________________________________________________________________________________________________________________
    Total interest income                                 162,338        154,110          471,462        443,823
=================================================================================================================
INTEREST EXPENSE
  Interest on deposits                                     55,097         55,100          165,139        155,292
  Interest on short-term borrowings                        10,937          9,145           24,799         22,881
  Interest on long-term debt                                2,687          2,826            8,014          8,392
_________________________________________________________________________________________________________________
    Total interest expense                                 68,721         67,071          197,952        186,565
=================================================================================================================
NET INTEREST INCOME                                        93,617         87,039          273,510        257,258
PROVISION FOR LOAN LOSSES                                  12,525          4,659           23,815         10,792
_________________________________________________________________________________________________________________
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES        81,092         82,380          249,695        246,466
=================================================================================================================
OTHER INCOME
  Deposit fees and service charges                         14,695         14,856           43,904         44,185
  Credit card fee income                                   12,310          8,743           33,413         24,963
  Trust fee income                                          5,266          4,277           15,183         12,620
  Broker/dealer revenue                                     2,682          2,092            7,827          6,139
  ATM fee income                                            2,349          2,148            7,247          6,219
  Other operating revenue                                   6,276          8,406           19,305         18,479
  Securities transactions                                  (1,370)             5             (247)       (13,281)
_________________________________________________________________________________________________________________
    Total other income                                     42,208         40,527          126,632         99,324
=================================================================================================================
OPERATING EXPENSE
  Salary expense                                           37,268         35,674          110,661        105,150
  Employee benefits                                         6,471          7,148           21,925         22,598
_________________________________________________________________________________________________________________
    Total personnel expense                                43,739         42,822          132,586        127,748
  Equipment expense                                         6,958          6,256           19,754         18,188
  Net occupancy expense                                     5,141          5,779           15,950         16,647
  Communications and delivery expense                       4,640          4,455           14,283         12,762
  Professional fees                                         2,916          5,164            9,566         13,658
  FDIC insurance expense                                    5,842            261            7,057          7,535
  Credit card expense                                       1,535          1,263            5,087          3,547
  Other operating expense                                  12,843         15,043           37,261         41,484
_________________________________________________________________________________________________________________
    Total operating expense                                83,614         81,043          241,544        241,569
=================================================================================================================
INCOME BEFORE INCOME TAX EXPENSE                           39,686         41,864          134,783        104,221
INCOME TAX EXPENSE                                         13,155         14,493           45,052         35,187
==================================================================================================================
NET INCOME                                                 26,531         27,371           89,731         69,034
PREFERRED DIVIDEND REQUIREMENTS                               698          1,086            2,116          3,259
==================================================================================================================
INCOME APPLICABLE TO COMMON SHARES                        $25,833        $26,285          $87,615        $65,775
==================================================================================================================
EARNINGS PER COMMON SHARE
  Primary                                                 $   .68        $   .69          $  2.26        $  1.74
  Fully diluted                                           $   .66        $   .66          $  2.17        $  1.68
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Primary                                              38,074,386     37,903,624       38,693,526     37,858,367
  Fully diluted                                        42,895,284     43,811,731       43,637,553     43,793,065
===================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
</TABLE>
<PAGE>

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


                                                                                                        Nine Months Ended
(dollars in thousands)                                                                                    September 30
===============================================================================================================================
                                                                                                     1996             1995
_______________________________________________________________________________________________________________________________
<S>                                                                                                 <C>              <C>
OPERATING ACTIVITIES
  Net income                                                                                        $89,731          $69,034
  Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                                      23,815           10,792
      Depreciation and amortization                                                                  17,049           16,271
      Amortization of intangibles                                                                     2,179            2,098
      Deferred income tax (benefit)                                                                  (2,142)          (2,149)
      Net loss from securities transactions                                                             247           13,281
      Net (gain) on loan sales                                                                       (1,786)            (852)
      Net (gain) on branch divestitures                                                              (1,137)          (3,054)
      (Increase) in trading account securities                                                      (16,660)          (3,126)
      (Increase) decrease in accrued interest receivable                                                187           (8,891)
      (Increase) decrease in other assets                                                           (13,621)           4,990
      Increase in accrued interest payable                                                            1,265           12,713
      Increase in accounts payable and other accrued liabilities                                     16,081           18,954
      (Increase) decrease in loans held for sale                                                      2,317           (6,936)
      Other, net                                                                                         21           (1,950)
_______________________________________________________________________________________________________________________________
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   117,546          121,175
===============================================================================================================================
INVESTING ACTIVITIES
  Net decrease in interest-bearing deposits in other banks                                              657            4,023
  Proceeds from maturities/calls of securities held to maturity                                           -           73,619
  Purchases of securities held to maturity                                                                -          (32,879)
  Proceeds from sales of securities available for sale                                                    5          648,257
  Proceeds from maturities/calls of securities available for sale                                   562,055          134,220
  Purchases of securities available for sale                                                       (197,483)        (623,546)
  Net decrease in federal funds sold and securities purchased under resale agreements                26,430          131,855
  Net (increase) in loans                                                                          (740,826)        (681,049)
  Net cash acquired in acquisitions                                                                       -            4,081
  Divestiture of branches                                                                           (14,410)          (4,897)
  Purchases of premises and equipment                                                               (20,059)         (30,513)
  Proceeds from sales of foreclosed assets                                                            9,394           10,073
  Other, net                                                                                          1,733            2,008
_______________________________________________________________________________________________________________________________
    NET CASH (USED) BY INVESTING ACTIVITIES                                                        (372,504)        (364,748)
===============================================================================================================================
FINANCING ACTIVITIES
  Net (decrease) in demand deposits, NOW accounts,
    money market accounts and savings accounts                                                     (201,850)        (282,111)
  Net increase in time deposits                                                                     115,933          209,262
  Net increase in short-term borrowings                                                             360,153          276,383
  Payments on long-term debt                                                                           (156)            (328)
  Cash dividends                                                                                    (42,900)         (31,172)
  Proceeds from issuance of common and treasury stock                                                   407            2,385
  Purchase of treasury stock                                                                        (60,508)         (15,091)
_______________________________________________________________________________________________________________________________
    NET CASH  PROVIDED BY FINANCING ACTIVITIES                                                      171,079          159,328
===============================================================================================================================    
    (DECREASE) IN CASH AND CASH EQUIVALENTS                                                         (83,879)         (84,245)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                497,268          472,142
_______________________________________________________________________________________________________________________________
    CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $413,389         $387,897
===============================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
   Interest expense                                                                                $196,783         $173,689
   Income taxes                                                                                    $ 46,790         $ 29,007
Supplemental schedule of non-cash financing activities:
   Conversion of preferred stock to common stock                                                   $ 20,182         $  1,234
   Conversion of long-term debt to common stock                                                    $  2,315         $      -
================================================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
</TABLE>
<PAGE>
                 FIRST COMMERCE CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1
Basis of Presentation

     The accounting and reporting policies of First Commerce
Corporation   and   its   subsidiaries  (FCC)  conform  with
generally accepted accounting  principles  and  with general
practices  within  the  financial  services  industry.    In
preparing  the  consolidated  financial  statements,  FCC is
required  to make estimates and assumptions that affect  the
amounts reported  in  the  consolidated financial statements
and accompanying notes.  Actual  results  could  differ from
those estimates.
     The  consolidated  financial  statements  reflect   all
adjustments   which  are,  in  the  opinion  of  management,
necessary  for  a  fair  presentation  of  the  consolidated
financial condition,  results  of  operations and cash flows
for  the  interim periods presented.   Adjustments  included
herein  are   of  a  normal  recurring  nature  and  include
appropriate   estimated    provisions.    The   consolidated
financial statements for the  interim  periods have not been
independently  audited.   However, the interim  consolidated
financial statements have been reviewed by FCC's independent
public accountants in accordance  with  standards  for  such
reviews  established  by the American Institute of Certified
Public Accountants, and  their  review  report  is  included
herein.
     The Notes to Consolidated Financial Statements included
herein  should  be  read  in  conjunction  with the Notes to
Consolidated  Financial  Statements included in  FCC's  1995
Annual Report to Shareholders.

NOTE 2
Stockholders' Equity

     On October 21, 1996,  FCC  called  its 7.25% Cumulative
Convertible Preferred Stock, Series 1992  for  redemption on
January 2, 1997.  The preferred stock is redeemable  for $25
per  share, plus accrued dividends, and is convertible  into
1.1646  shares  of  common  stock.  Holders of the preferred
stock  can convert their preferred shares  through  December
23, 1996.   Any  shares  not  converted by that date will be
redeemed on January 2, 1997.  FCC  expects  most  holders of
the  preferred  stock to convert to common stock instead  of
electing to receive the cash redemption payment.  On May 20,
1996, FCC announced  its  plan  to  repurchase  1.8  million
shares   of   its  common  stock  in  anticipation  of  such
conversions.  As  of  September 30, 1996, 1.7 million shares
had  been repurchased. As  of  October  10,  1996,  all  1.8
million shares had been repurchased.

NOTE 3
Contingencies

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

<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

     We  have reviewed the accompanying consolidated balance
sheet   of   FIRST   COMMERCE   CORPORATION   (a   Louisiana
corporation) and  subsidiaries as of September 30, 1996, and
the related consolidated statements of income and cash flows
for the three-month  and  nine-month periods ended September
30,  1996  and  1995.  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,  1995  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 15,  1996,  we expressed an unqualified
opinion on those consolidated financial  statements.  In our
opinion,  the  information  set  forth  in the  accompanying
consolidated balance sheet as of December 31, 1995 is fairly
stated,  in  all  material  respects,  in  relation  to  the
consolidated balance sheet from which it has been derived.

                                   /s/ ARTHUR ANDERSEN LLP
                                   ARTHUR ANDERSEN LLP

New Orleans, Louisiana
October 21, 1996

<PAGE>
                           FIRST COMMERCE CORPORATION AND SUBSIDIARIES
                                 SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

(dollars in thousands except per share data)                      1996                         1995
====================================================================================================================
                                                          Third       Second      First       Fourth      Third
                                                         Quarter     Quarter     Quarter     Quarter     Quarter
____________________________________________________________________________________________________________________
<S>                                                     <C>         <C>         <C>         <C>         <C>
AVERAGE BALANCE SHEET DATA
  Total assets                                          $8,526,062  $8,284,388  $8,442,698  $8,367,588  $8,264,744
  Earning assets                                         7,857,391   7,576,406   7,699,873   7,677,557   7,569,424
  Loans and leases                                       5,612,251   5,277,895   5,170,534   4,935,576   4,651,921
  Securities                                             2,201,775   2,197,283   2,457,394   2,689,239   2,854,503
  Deposits                                               6,792,549   6,917,697   6,889,954   6,741,690   6,737,925
  Long-term debt                                            85,912      85,980      87,028      88,950      90,095
  Stockholders' equity                                     709,896     738,940     740,091     726,349     717,016
____________________________________________________________________________________________________________________
INCOME STATEMENT DATA
  Total interest income                                   $162,338    $154,050    $155,074    $154,671    $154,110
  Net interest income                                       93,617      90,968      88,925      86,086      87,039
  Net interest income (FTE)                                 95,051      92,289      90,384      87,596      88,442
  Provision for loan losses                                 12,525       7,465       3,825      19,808       4,659
  Other income (exclusive of securities transactions)       43,578      42,501      40,800      38,674      40,522
  Securities transactions                                   (1,370)        (84)      1,207       1,868           5
  Operating expense                                         83,614      78,144      79,786      95,635      81,043
  Operating income                                          27,422      31,722      30,748       5,703      27,367
  Net income                                                26,531      31,667      31,533       6,917      27,371
____________________________________________________________________________________________________________________
KEY RATIOS
  Return on average assets                                    1.24%       1.54%       1.50%       0.33%       1.31%
  Return on average total equity                             14.87%      17.24%      17.14%       3.78%      15.14%
  Return on average common equity                            15.31%      17.79%      17.82%       3.48%      15.86%
  Operating return on average assets                          1.28%       1.54%       1.46%       0.27%       1.31%
  Operating return on average total equity                   15.37%      17.27%      16.71%       3.12%      15.14%
  Operating return on average common equity                  15.84%      17.82%      17.37%       2.76%      15.86%
  Net interest margin                                         4.82%       4.89%       4.71%       4.54%       4.65%
  Efficiency ratio                                           60.31%      57.97%      60.82%      75.74%      62.84%
  Overhead ratio                                              2.03%       1.89%       2.04%       2.94%       2.12%
  Average loans to deposits ratio                            82.62%      76.30%      75.04%      73.21%      69.04%
  Allowance for loan losses to loans and leases               1.36%       1.39%       1.46%       1.48%       1.55%
  Nonperforming assets to loans and leases
    plus foreclosed assets                                     .57%        .61%       1.09%       1.17%        .87%
  Equity ratio                                                8.03%       8.80%       8.94%       8.59%       8.66%
  Leverage ratio                                              7.90%       8.65%       8.33%       8.16%       8.33%
____________________________________________________________________________________________________________________
EARNINGS PER COMMON SHARE
   Net income-primary                                        $ .68       $ .79       $ .79       $ .15       $ .69
   Net income-fully diluted                                  $ .66       $ .76       $ .75       $ .15       $ .66
   Operating income-primary                                  $ .71       $ .79       $ .77       $ .12       $ .69
   Operating income-fully diluted                            $ .67       $ .76       $ .74       $ .12       $ .66
   Average primary shares (in thousands)                    38,074      39,114      38,899      38,017      37,904
   Average fully diluted shares (in thousands)              42,895      43,972      44,008      38,017      43,812

COMMON STOCK DIVIDENDS
   Cash dividends                                            $ .35       $ .35       $ .35       $ .35       $ .30
   Dividend payout ratio                                     51.47%      44.30%      44.30%     233.33%      43.48%

BOOK VALUES (end of period)
   Book value                                               $17.96      $18.11      $18.02      $17.86      $17.66
   Tangible book value                                      $17.46      $17.61      $17.51      $17.32      $17.11

COMMON STOCK DATA
   High stock price                                         $36.63      $36.00      $34.25      $33.75      $34.50
   Low stock price                                          $33.25      $32.25      $30.25      $30.63      $29.25
   Closing stock price                                      $34.88      $35.38      $33.00      $32.00      $31.50
   Trading volume                                        9,117,644   5,498,461   5,051,242   5,046,101   6,815,541
   Number of stockholders (end of period)                    9,267       9,257       9,286       9,951       9,100

NUMBER OF EMPLOYEES (end of period)                          3,997       4,053       4,080       4,211       4,198
===================================================================================================================
</TABLE>
<PAGE>

THIRD QUARTER IN REVIEW

     First Commerce Corporation's (FCC's) net income for the
third  quarter  of 1996 was $26.5 million, compared to $27.4
million in 1995's third quarter.  Fully diluted earnings per
share  was $.66 for  both  periods.   1996's  third  quarter
results  include  a  $5.3 million expense, or $.08 per fully
diluted share after tax, related to the estimated assessment
for  the  recapitalization   of   the   Savings  Association
Insurance Fund (SAIF).  FCC has approximately  $1.0  billion
of  deposits acquired from thrifts, known as Oakar deposits,
on which  the  assessment will be based.  Several additional
items impacted the third quarter's results:
-  Net interest  income  (FTE)  was  up  7% from last year's
   third quarter, mainly on the strength of loan growth.

-  The provision for loan losses was $12.5  million  in  the
   third  quarter,  compared to $4.7 million last year.  Net
   charge-offs were .61%  of  average  loans in 1996's third
   quarter, compared to .26% last year.

-  Other  income,  excluding securities transactions  and  a
   nonrecurring gain in 1995's third quarter, was 16% higher
   than the third quarter of last year.

-  Operating expense,  excluding  nonrecurring  charges, was
   unchanged   from  1995's  level.   The  efficiency  ratio
   declined to 56.51% in the third quarter.

     A more detailed review of FCC's financial condition and
earnings for the third quarter of 1996 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 1995 Annual Report.

EARNINGS ANALYSIS

Net Interest Income
     Net interest income  (FTE)  for  the  third quarter was
$95.1  million,  7%  higher than last year's third  quarter.
The net interest margin  was  4.82%  this  quarter, 17 basis
points  higher  than  the  third  quarter  of 1995.   1996's
improved  net interest income and net interest  margin  were
primarily the  result  of  a  21% increase in average loans.
Loans rose as a percent of average  earning  assets  to 71%,
compared  to  61% in the third quarter of 1995.  Loan growth
was primarily funded  by a reduction in securities.  Average
securities  were  28%  of  earning  assets  in  the  current
quarter, compared to 38% last year.
     For the nine months,  net  interest  income  (FTE)  was
$277.7  million, a 6% increase from the same period in 1995.
The net interest  margin was 4.81% for the first nine months
of 1996, compared to  4.73%  last  year.  These improvements
reflect  a  21%  increase in average loans.   Average  loans
increased as a percent of earning assets from 60% to 69%.
     Table 1 presents  average  balance sheets, net interest
income (FTE) and interest rates for  the  third  quarters of
1996 and 1995, and the nine months ended September  30, 1996
and 1995.  Table 2 analyzes the components of changes in net
interest income between these same periods.

Provision for Loan Losses
     The provision for loan losses was $12.5 million  in the
third  quarter  of  1996, compared to $4.7 million in 1995's
third quarter.  For the  nine-month  periods,  the provision
was  $23.8  million in 1996, compared to $10.8 million  last
year.  The increase  in the provision is principally related
to  higher  net  charge-offs,   while   loan   growth   also
contributed.
     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 securities  transactions,  was
$43.6 million  in  the  third  quarter,  compared  to  $40.5
million  in  the  same  quarter  of  1995.  In  1995's third
quarter, other income included a $3.1 million gain  from the
divestiture  of  two  branches  of  an acquired institution.
Excluding  securities  transactions  and   the   gain   from
divestiture, other income rose 16% over the third quarter of
1995.  Virtually all categories increased, reflecting higher
volumes  of transactions and accounts.  The most significant
growth was  in  credit card income, up $3.6 million, or 41%.
Additional  increases   were   experienced   in  trust  fees
($989,000, or 23%) and broker/dealer revenues  ($590,000, or
28%).
     For  the  nine-month  period,  other  income, excluding
securities transactions, was $126.9 million, 13% higher than
in  1995.   Improvements  were  experienced  in  almost  all
categories.   Higher  credit  card  ($8.5 million, or  34%),
trust  ($2.6  million,  or  20%)  and  broker/dealer   ($1.7
million,  or  27%)  income  were  mainly  due  to  increased
business volumes.
     Securities  transactions resulted in pretax net  losses
of $1.4 million in  the  third  quarter of 1996, compared to
minimal net gains in the same period  of  1995.   Pretax net
losses  of $247,000 and $13.3 million were recorded  in  the
nine months ended September 30, 1996 and 1995, respectively.
The loss  recorded  in  1995 was related to FCC's securities
portfolio restructuring.

Operating Expense
     Operating  expense  was  $83.6  million  in  the  third
quarter of 1996, compared  to  $81.0  million in last year's
third quarter.  In 1996's third quarter,  operating  expense
included  a  $5.3  million  expense related to the estimated
assessment by the FDIC for the recapitalization of the SAIF.
Operating expense for 1995's  third  quarter  included  $3.7
million  in  merger-related charges.  Excluding nonrecurring
charges from both  periods,  operating  expense in the third
quarter of 1996 was materially unchanged  from  1995's third
quarter.    Personnel   costs  rose  4%,  reflecting  higher
incentive expenses, partially  offset  by  a 5% reduction in
the number of employees.  Lower professional  fees,  due  to
declines  in  legal  and strategic initiative expenses, also
offset this increase.
     For the nine months ended September 30, 1996, operating
expense was $241.5 million,  virtually unchanged from 1995's
level.  1996's operating expense  was impacted by the above-
mentioned $5.3 million one-time SAIF  assessment, while 1995
includes   $8.1  million  in  merger-related   and   process
innovation  charges.    Excluding   these  items,  operating
expense  was  up  1% from last year, mainly  due  to  higher
personnel costs.  The  increase in personnel costs primarily
reflected higher incentive  expenses.   Lower FDIC insurance
expense  (after  adjusting  for  the  SAIF  assessment)  and
professional fees partially offset the increase.

FINANCIAL CONDITION ANALYSIS

Loans
     Loans  were  $5.8  billion  at  the  end  of the  third
quarter, up 21% from September 30, 1995 and 14%  higher than
year-end 1995.  Average loans for the third quarter  of 1996
were  $5.6 billion, 21% higher than last year's same period.
There were  increases  in  all  categories,  with  the  most
significant   in   indirect   automobile,  credit  card  and
commercial real estate loans.

Securities
     At September 30, 1996, securities  were  $2.2  billion,
compared  to  $2.6  billion  at December 31, 1995.  For both
periods,  all securities were classified  as  available  for
sale.    Unrealized   gains,   net   of   taxes,   increased
stockholders'  equity  $14.2  million at September 30, 1996,
compared to $33.6 million at year-end.   The  fluctuation in
market  values  was  mainly  driven  by  changes  in  market
interest rates.
     During  the  third  quarter,  securities  averaged $2.2
billion, 23% lower than the third quarter of 1995.  Proceeds
from maturing securities were used to fund loan growth.

Money Market Investments
     Money market investments were $44 million at  September
30,  1996.   Average money market investments for the  third
quarter were $43  million,  compared  to $63 million in last
year's third quarter.  Money market investments were allowed
to decline to fund loan growth.

Deposits
     At  September  30,  1996, deposits were  $6.8  billion,
compared to $7.0 billion at  year-end.  Average deposits for
the third quarter were $6.8 billion,  1%  over  1995's third
quarter  but  down 2% from the second quarter of 1996.   The
most significant  growth  from  1995's  third quarter was in
money  market  investment  deposits.   Lower   public  funds
deposits  was  the  main  cause  of  the  decline from  last
quarter.

Short-Term Borrowings
     As  of  September 30, 1996, short-term borrowings  were
$996 million and  averaged  $805  million  for  the quarter.
Average  short-term  borrowings  were  $615 million in  last
year's  third  quarter.   As  a  percent of average  earning
assets,  short-term  borrowings  were  10%  in  the  current
quarter, compared to 8% in 1995's third quarter.  Funding of
loan growth was the main cause of the increase.


Interest Rate Contracts
     The  total  notional  amount  of  FCC's  interest  rate
contracts at September 30, 1996 was  $850 million, unchanged
from June 30, 1996.  Table 3 summarizes  FCC's interest rate
contracts at the end of the third quarter.
     During the third quarter, a $100 million  interest rate
cap,   which  hedged  the  cost  of  short-term  borrowings,
matured.    Additionally,   FCC  purchased  a  $100  million
interest   rate   swap  to  hedge  against   interest   rate
fluctuations on U.S. Treasury securities.  This swap becomes
effective in March 1997 and has a five-year maturity.
     Interest  rate  contracts  increased  interest  expense
$450,000 this quarter  and  $1.7  million for the nine-month
period.  At September 30, 1996, the  estimated fair value of
FCC's  interest rate contracts was $1.9  million,  of  which
$1.5 million was the value of the new swap.

Capital and Dividends
     Stockholders'  equity  was  8.03%  of  total  assets at
September 30, 1996, compared to 8.59% at December 31,  1995.
The decline reflects FCC's repurchase of its common stock in
anticipation of conversions of its preferred stock.  Table 4
presents  FCC's  risk-based  and  other capital ratios as of
September 30, 1996 and December 31, 1995.  All ratios remain
well above regulatory minimums.  Under  present regulations,
all six of FCC's banks are classified as "well-capitalized."
     In May 1996, FCC announced its intent  to repurchase up
to 1.8 million shares of its common stock in anticipation of
conversions of its 7.25% convertible preferred  stock.   FCC
called   the   preferred  stock  on  October  21,  1996  for
redemption on January  2,  1997,  but expects most preferred
shareholders to convert to common stock before year-end.  At
the end of the third quarter, 1.7 million  shares  had  been
repurchased.  As of October 10, 1996, all 1.8 million shares
had been repurchased.
     At  September  30,  1996,  the  Parent  Company had net
working  capital of $7 million, compared to $77  million  at
December 31,  1995.   Additionally, the Parent Company could
receive dividends from  the  banks  without prior regulatory
approval of $79 million, plus an amount  equal to the banks'
adjusted  net profits for the remainder of  the  year.   The
decline in  net working capital from year-end was the result
of FCC's share  repurchases.  FCC expects to collect special
dividends from its  banks in the fourth quarter to replenish
its net working capital.

Credit Risk Management
Nonperforming Assets
     Nonperforming assets  as of September 30, 1996 were $34
million, compared to $60 million  at December 31, 1995.  The
decline was the result of the sale  of  a  riverboat  casino
securing  a  nonaccrual  loan  and  the  payoff  of  a large
nonaccrual  loan  secured  by  real estate during the second
quarter of 1996.  Nonperforming  assets  were  .57% of loans
and  foreclosed  assets  at September 30, 1996, compared  to
1.17% at December 31, 1995.   At  September 30, 1996, 38% of
nonperforming loans were contractually  current  or  no more
than  30  days  past  due, compared to 58% at year-end.  The
change was primarily caused  by  a  $10  million  loan which
moved from contractually current to 30-59 days past  due  in
the second quarter.
     Accruing  loans  past  due  90  days  or  more were $24
million  at quarter-end, or .41% of loans, compared  to  $21
million, or  .40%,  at  December 31, 1995.  Watch list loans
and foreclosed assets were  $149  million  at  September 30,
1996,  compared  to  $190  million at the end of 1995.   The
decline was mainly caused by  the  drop  in nonaccrual loans
discussed above.
     Table  5 presents information on nonperforming  assets,
detailed by type,  as of September 30, 1996 and December 31,
1995.

Allowance for Loan Losses
     At September 30,  1996,  the  allowance for loan losses
was $79 million, or 279% of nonperforming loans, compared to
$76  million, or 142% of nonperforming  loans,  at  year-end
1995.   The  allowance  was 1.36% of loans at the end of the
third  quarter, compared to  1.48%  at  December  31,  1995.
Management  believes that the allowance is adequate to cover
losses inherent in the loan portfolio.
     Net charge-offs  were $8.5 million in the third quarter
of  1996, compared to $3.0  million  in  last  year's  third
quarter.   For  the nine-month periods, net charge-offs were
$20.4 million in  1996  and  $8.3  million  in  1995.   As a
percent  of  average loans, net charge-offs were .61% in the
current quarter  and .51% for the first nine months of 1996.
These percentages  compare to .26% and .25% for 1995's third
quarter and first nine months, respectively.  Increasing net
charge-offs of credit  card  and  individual  loans were the
main causes of FCC's higher level of net charge-offs.
     Credit card net charge-offs rose to 3.20%  in the third
quarter from 3.08% in the second quarter and 2.37% in 1995's
third  quarter.  FCC is experiencing an increase in  charge-
offs resulting  from  personal  bankruptcies,  as are credit
card  issuers nationwide; however, the net charge-off  ratio
remains  well  below national averages.  During 1996, growth
in FCC's credit  card  loans  has  come  primarily  from its
contract with the military; these loans have experienced net
charge-offs  of approximately 2%.  Net charge-offs of  loans
to individuals  were  .76% in the third quarter, compared to
 .51% in the second quarter  and .33% in the third quarter of
1995.   In  the third quarter,  commercial  loan  recoveries
continued to  exceed  charge-offs.  Dependent primarily upon
economic conditions, changes in the level of total loans and
the mix of the loan portfolio,  FCC's  net  charge-offs  may
continue to grow in future periods; this growth could result
in a rising provision for loan losses.
     Table 6 presents the activity in the allowance for loan
losses  for the third quarters and first nine months of 1996
and 1995.

<PAGE>
<TABLE>
<CAPTION>
TABLE 1.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) (a) AND INTEREST RATES
=========================================================================================================================== 
                                                            Third Quarter 1996                Third Quarter 1995 
___________________________________________________________________________________________________________________________
                                                          Average                           Average                       
        (dollars in thousands)                            Balance     Interest    Rate      Balance    Interest     Rate  
___________________________________________________________________________________________________________________________
        <S>                                              <C>           <C>         <C>     <C>          <C>        <C>
        ASSETS
          EARNING ASSETS
           Loans and leases                              $5,612,251    $125,849     8.93%  $4,651,921   $106,989    9.13% 
           Securities
             Taxable                                      2,114,504      35,177     6.63    2,761,380     45,288    6.53
             Tax-exempt                                      87,271       2,223    10.19       93,123      2,334   10.03
___________________________________________________________________________________________________________________________
               Total securities                           2,201,775      37,400     6.77    2,854,503     47,622    6.64
___________________________________________________________________________________________________________________________
               Money market investments                      43,365         523     4.80       63,000        902    5.68
___________________________________________________________________________________________________________________________
               Total earning assets                       7,857,391    $163,772     8.30%   7,569,424   $155,513    8.17%
___________________________________________________________________________________________________________________________
          NONEARNING ASSETS                                                                              
           Other assets(b)                                  746,883                           769,512                       
           Allowance for loan losses                        (78,212)                          (74,192)                      
___________________________________________________________________________________________________________________________
               Total assets                              $8,526,062                        $8,264,744                       
===========================================================================================================================        
        LIABILITIES AND STOCKHOLDERS' EQUITY                                           
          INTEREST-BEARING LIABILITIES
           Interest-bearing deposits 
             NOW account deposits                        $1,056,095      $5,003     1.88%    $996,801     $4,616    1.84% 
             Money market investment deposits               864,976       6,560     3.02      744,265      5,680    3.03  
             Savings and other consumer time deposits     2,778,321      33,148     4.75    2,814,545     33,975    4.79  
             Time deposits $100,000 and over                765,098      10,386     5.40      762,484     10,829    5.63  
___________________________________________________________________________________________________________________________
               Total interest-bearing deposits            5,464,490      55,097     4.01    5,318,095     55,100    4.11  
___________________________________________________________________________________________________________________________
           Short-term borrowings                            805,347      10,937     5.40      615,468      9,145    5.89  
           Long-term debt                                    85,912       2,687    12.44       90,095      2,826   12.44  
___________________________________________________________________________________________________________________________
               Total interest-bearing liabilities         6,355,749     $68,721     4.30%   6,023,658    $67,071    4.42% 
___________________________________________________________________________________________________________________________
          NONINTEREST-BEARING LIABILITIES
            AND STOCKHOLDERS' EQUITY
           Noninterest-bearing deposits                   1,328,059                         1,419,830                        
           Other liabilities                                132,358                           104,240                        
           Stockholders' equity                             709,896                           717,016        
===========================================================================================================================
               Total liabilities and stockholders' 
                  equity                                 $8,526,062                        $8,264,744                        
===========================================================================================================================
               Net interest income (FTE) and margin                     $95,051     4.82%                $88,442    4.65% 
===========================================================================================================================
               Net earning assets and spread             $1,501,642                 4.00%  $1,545,766               3.75% 
===========================================================================================================================
               Cost of funds                                                        3.48%                           3.51%
===========================================================================================================================
        (a)  Fully taxable equivalent based on a 35% tax rate.                                                              
        (b) Includes fair value adjustment on securities available for sale.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
TABLE 1.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) (a) AND INTEREST RATES (continued)
===========================================================================================================================
                                                   Nine Months Ended                        Nine Months Ended
                                                  September 30, 1996                       September 30, 1995
___________________________________________________________________________________________________________________________
                                                     Average                                 Average
(dollars in thousands)                               Balance     Interest      Rate          Balance    Interest     Rate
____________________________________________________________________________________________________________________________
<S>                                                 <C>           <C>             <C>       <C>         <C>             <C>
ASSETS
  EARNING ASSETS
   Loans and leases                                 $5,354,500    $358,159        8.93%     $4,410,274  $302,332        9.16%
   Securities
     Taxable                                         2,196,620     108,065        6.57       2,779,576   133,774        6.43
     Tax-exempt                                         88,558       6,720       10.12         100,456     7,739       10.27
____________________________________________________________________________________________________________________________
       Total securities                              2,285,178     114,785        6.70       2,880,032   141,513        6.56
____________________________________________________________________________________________________________________________
       Money market investments                         72,074       2,732        5.06         101,812     4,441        5.83
____________________________________________________________________________________________________________________________
       Total earning assets                          7,711,752    $475,676        8.24%      7,392,118  $448,286        8.10%
____________________________________________________________________________________________________________________________
  NONEARNING ASSETS
   Other assets (b)                                    782,774                                 746,018
   Allowance for loan losses                           (76,417)                                (73,236)
____________________________________________________________________________________________________________________________
       Total assets                                 $8,418,109                              $8,064,900
=============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
  INTEREST-BEARING LIABILITIES
   Interest-bearing deposits
     NOW account deposits                           $1,096,272     $15,738        1.92%     $1,032,400   $14,747        1.91%
     Money market investment deposits                  848,095      18,938        2.98         700,996    13,389        2.56
     Savings and other consumer time deposits        2,795,005      99,194        4.74       2,807,615    97,263        4.63
     Time deposits $100,000 and over                   776,292      31,269        5.38         725,948    29,893        5.51
____________________________________________________________________________________________________________________________
       Total interest-bearing deposits               5,515,664     165,139        4.00       5,266,959   155,292        3.94
____________________________________________________________________________________________________________________________
   Short-term borrowings                               609,904      24,799        5.43         513,395    22,881        5.96
   Long-term debt                                       86,305       8,014       12.40          90,005     8,392       12.47
____________________________________________________________________________________________________________________________
       Total interest-bearing liabilities            6,211,873    $197,952        4.26%      5,870,359  $186,565        4.25%
____________________________________________________________________________________________________________________________
 NONINTEREST-BEARING LIABILITIES
  AND STOCKHOLDERS' EQUITY
   Noninterest-bearing deposits                      1,350,799                               1,423,107
   Other liabilities                                   125,868                                  96,982
   Stockholders' equity                                729,569                                 674,452
____________________________________________________________________________________________________________________________
       Total liabilities and stockholders' equity   $8,418,109                              $8,064,900
============================================================================================================================
       Net interest income (FTE) and margin                       $277,724        4.81%                 $261,721        4.73%
=============================================================================================================================
       Net earning assets and spread                $1,499,879                    3.98%     $1,521,759                  3.85%
=============================================================================================================================
       Cost of funds                                                              3.43%                                 3.37%
==============================================================================================================================
   (a) Fully taxable equivalent based on a 35% tax rate.  
   (b) Includes fair value adjustment on securities available for sale.

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

        TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) (a)
================================================================================================================================
                                                                                  Nine Months Ended September 30, 1996
                                              Third Quarter 1996                      Compared to Nine Months Ended
                                            Compared to Third Quarter 1995                September 30, 1995 
________________________________________________________________________________________________________________________________
                                                Total     Due to      Due to             Total         Due to        Due to
                                              Increase   Change in  Change in           Increase     Change in     Change in
   (dollars in thousands)                    (Decrease)   Volume        Rate           (Decrease)      Volume         Rate
________________________________________________________________________________________________________________________________   
   <S>                                           <C>        <C>        <C>                 <C>           <C>           <C>
   INTEREST INCOME (FTE)                      
      Loans and leases                           $18,860    $21,594    ($2,734)            $55,827       $63,318       ($7,491)
       Securities
        Taxable                                  (10,111)   (10,753)       642             (25,709)      (28,619)        2,910
        Tax-exempt                                  (111)      (149)        38              (1,019)         (904)         (115)
________________________________________________________________________________________________________________________________
          Total securities                       (10,222)   (10,902)       680             (26,728)      (29,523)        2,795
________________________________________________________________________________________________________________________________
          Money market investments                  (379)      (338)       (41)             (1,709)       (1,332)         (377)
________________________________________________________________________________________________________________________________
          Total interest income (FTE)             $8,259    $10,354    ($2,095)            $27,390       $32,463       ($5,073)
================================================================================================================================
   INTEREST EXPENSE                                                                    
      Interest-bearing deposits                                                         
        NOW account deposits                        $387       $279       $108                $991          $917           $74
        Money market investment deposits             880        916        (36)              5,549         3,073         2,476
        Savings and other consumer time deposits    (827)      (435)      (392)              1,931          (439)        2,370
        Time deposits $100,000 and over             (443)        37       (480)              1,376         2,039          (663)
________________________________________________________________________________________________________________________________
          Total interest-bearing deposits             (3)       797       (800)              9,847         5,590         4,257
________________________________________________________________________________________________________________________________
      Short-term borrowings                        1,792      2,632       (840)              1,918         4,044        (2,126)
      Long-term debt                                (139)      (131)        (8)               (378)         (344)          (34)
________________________________________________________________________________________________________________________________
          Total interest expense                  $1,650     $3,298    ($1,648)            $11,387        $9,290        $2,097
________________________________________________________________________________________________________________________________
          Change in net interest income (FTE)     $6,609     $7,056      ($447)            $16,003       $23,173       ($7,170)
=================================================================================================================================
            (a) Fully taxable equivalent based on a 35% tax rate.
</TABLE>
<PAGE>
<TABLE>        
<CAPTION>

        TABLE 3.  INTEREST RATE CONTRACTS
===============================================================================================================================
                                                                  Weighted Average Rate 
                                                                 _____________________  
                                                                  Receive           Floating
                                          Notional   Maturity      Fixed    Strike    Rate      Reset         Underlying
(dollars in thousands)                     Amount      Date         Rate     Rate    Index    Frequency    Asset/Liability
_______________________________________________________________________________________________________________________________
<S>                                       <C>        <C>            <C>      <C>      <C>     <C>           <C>                  
Interest rate swap (a)                    $100,000   March 2002     7.18%     -   %   LIBOR    Quarterly    U. S. Treasuries
Interest rate floors (b)                   500,000   December 1998     -     4.65     LIBOR    Quarterly    Transaction deposits
Interest rate cap                          200,000   November 1996     -     7.95     LIBOR    Quarterly    Short-term borrowing
Interest rate cap                           50,000   November 1996     -     8.00     LIBOR   Semi-annually Short-term borrowing
________________________________________________________________________________________________________________________________
Total at September  30, 1996              $850,000                  7.18%    5.75%
================================================================================================================================
        (a) This contract will become effective in March 1997.
        (b) These contracts will become effective in December 1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

TABLE 4. RISK-BASED CAPITAL AND CAPITAL RATIOS
==================================================================================================
                                                                September 30       December 31
(dollars in thousands)                                             1996                1995
__________________________________________________________________________________________________
<S>                                                            <C>                 <C>   
Tier 1 capital                                                   $671,662            $679,003
Tier 2 capital                                                    138,538             149,769
__________________________________________________________________________________________________
    Total capital                                                $810,200            $828,772
==================================================================================================
Risk-weighted assets                                           $5,927,715          $5,343,946
==================================================================================================
Ratios at end of period
  Tier 1 capital                                                    11.33%              12.71%
  Total capital                                                     13.67%              15.51%
  Equity ratio                                                       8.03%               8.59%
  Tangible equity ratio                                              7.83%               8.37%
  Leverage ratio                                                     7.90%               8.16%
==================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

TABLE 5. NONPERFORMING ASSETS
==========================================================================================
                                                            September 30     December 31
(dollars in thousands)                                             1996         1995
__________________________________________________________________________________________
<S>                                                             <C>            <C>
Nonaccrual loans by type
    Loans to individuals-residential mortgages                   $7,428         $6,897
    Loans to individuals-other                                      374            335
    Commercial, financial and agricultural                       12,667         27,610
    Real estate-commercial mortgages                              7,462         15,455
    Real estate-construction and other                              482          3,064
    Other                                                            14              -
__________________________________________________________________________________________
    Total nonaccrual loans                                       28,427         53,361
__________________________________________________________________________________________
Total foreclosed assets                                           5,114          6,470
__________________________________________________________________________________________
       Total nonperforming assets                               $33,541        $59,831
==========================================================================================
Loans past due 90 days or more and not on nonaccrual status     $24,193        $20,668
==========================================================================================
End of period ratios                                         
  Nonperforming assets as a percent of loans and leases
       plus foreclosed assets                                       .57%          1.17%
  Allowance for loan losses as a percent of nonperforming loans  232.46%        142.14%
  Loans and leases past due 90 days or more and not on 
       nonaccrual status as a percent of loans and leases           .41%           .40%
==========================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

TABLE 6. SUMMARY OF LOAN AND LEASE LOSS EXPERIENCE
=====================================================================================================================
                                                                         Three Months Ended      Nine Months Ended
                                                                           September 30            September 30
=====================================================================================================================
(dollars in thousands)                                                    1996        1995        1996        1995
=====================================================================================================================
<S>                                                                    <C>         <C>         <C>         <C>
Balance at beginning of period                                         $75,332     $73,057     $75,845     $71,052
Allowance acquired in bank purchase                                          -           -           -       1,142
Provision charged to expense                                            12,525       4,659      23,815      10,792
Loans and leases charged to the allowance
    Loans to individuals-residential mortgages                             234          50         286         178
    Loans to individuals-other                                           4,798       1,785      11,345       4,560
    Commercial, financial and agricultural                                 373         248         654         886
    Real estate-commercial mortgages                                        37         100          38         295
    Real estate-construction and other                                       -           9           -           9
    Credit card loans                                                    6,545       3,951      17,400      11,095
______________________________________________________________________________________________________________________
      Total charge-offs                                                 11,987       6,143      29,723      17,023
______________________________________________________________________________________________________________________
Recoveries on loans and leases previously charged to the allowance
    Loans to individuals-residential mortgages                             178         218         326         668
    Loans to individuals-other                                           1,376         675       3,451       1,930
    Commercial, financial and agricultural                                 669       1,185       2,143       2,663
    Real estate-commercial mortgages                                       243          50         520         481
    Real estate-construction and other                                      29         105         191         453
    Credit card loans                                                      925         876       2,720       2,509
    Other                                                                   20           5          22          20
______________________________________________________________________________________________________________________
      Total recoveries                                                   3,440       3,114       9,373       8,724
______________________________________________________________________________________________________________________        
        Net charge-offs                                                  8,547       3,029      20,350       8,299
______________________________________________________________________________________________________________________
Balance at end of period                                               $79,310     $74,687     $79,310     $74,687
======================================================================================================================
Gross annualized charge-offs as a percent of average loans and leases      .85%        .53%        .74%        .51%
Recoveries as a percent of gross charge-offs                             28.70%      50.69%      31.53%      51.25%
Net annualized charge-offs as a percent of average loans and leases        .61%        .26%        .51%        .25%
Allowance for loan losses as a percent of loans and leases at 
   end of period                                                          1.36%       1.55%       1.36%       1.55%
======================================================================================================================
</TABLE>
<PAGE>
                 Part II:  Other Information

Item 1.  Legal Proceedings.

             Legal proceedings involving FCC were previously
             reported in its Annual Report on  Form 10-K for
             the year ended December 31, 1995.   There  have
             been   no   material  developments  since  that
             filing.

Item 2. Changes in Securities.

             None

Item 3. Defaults Upon Senior Securities.

             None

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

             None

Item 5. Other Information.

             None

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

        (a)  Exhibits:

          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.

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

         10.2 -   Amended and Restated FCC Supplemental Tax-
                  Deferred  Savings Plan included as Exhibit
                  10.1 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.

         10.4 -   FCC  Amended  and   Restated   1992  Stock
                  Incentive Plan, Form of Nonqualified Stock
                  Option  Agreement  and  Form of Restricted
                  Stock Agreement.

           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  September  20,
                  1996  was  filed  by  the registrant under
                  Item 5, Other Events.   The  document  was
                  filed  to  disclose  FCC's  issuance  of a
                  press  release  dated  September 16, 1996,
                  announcing FCC's earnings estimate for the
                  Third Quarter of 1996.

<PAGE>

                            SIGNATURES




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


                              First Commerce Corporation
                              (Registrant)



Date: November  13, 1996        /s/ Thomas L. Callicutt, Jr.
                              _________________________________
                              Thomas L. Callicutt, Jr.
                              Executive    Vice   President,
                              Controller and
                              Principal Accounting Officer