FORM 10-QSB

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
          THE EXCHANGE ACT

For the transition period from                       to
                              -----------------------  -------------------------
Commission File Number:                            000-32807
                       ---------------------------------------------------------


                           FIRST COMMERCE CORPORATION
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         North Carolina                                          56-1935480
--------------------------------------------------------------------------------
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

      301 South McDowell Street, Suite 100, Charlotte, North Carolina 28204
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

(Issuer's telephone number)                   (704)  945 - 6565
                           -----------------------------------------------------


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 [ ]


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

     Common Stock, no par value                           1,020,635
-------------------------------                 --------------------------------
               Class                            Outstanding at November 12, 2002

Transmittal Small Business Disclosure Format (check one);
         Yes [ ]  No [X]

                                  Page 1 of 15


<PAGE>

<TABLE>
<CAPTION>
                                                      First Commerce Corporation

                                                               Contents
<S>                                                                                          <C>
PART I - FINANCIAL INFORMATION                                                               Pages
                                                                                             -----
         Item 1.  Consolidated Financial Statements

                  Balance Sheets at September 30, 2002 (unaudited) and December 31, 2001       3

                  Statements of Operations and Comprehensive Income For the
                  Nine Months Ended September 30, 2002 and 2001 (unaudited)                    4

                  Statements of Operations and Comprehensive Income For the
                  Three Months Ended September 30, 2002 and 2001 (unaudited)                   5

                  Statements of Cash Flows For the Nine Months Ended September 30, 2002
                  and 2001 (unaudited)                                                         6

                  Notes to Financial Statements (unaudited)                                  7 - 8

         Item 2.  Management's Discussion and Analysis                                       9 - 13

         Item 3.  Controls and Procedures                                                     13


PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                           14

         Item 2.  Changes in Securities and Use of Proceeds                                   14

         Item 3.  Defaults upon Senior Securities                                             14

         Item 4.  Submission of Matters to a Vote of Security Holders                         14

         Item 5.  Other Information                                                           14

         Item 6.  Exhibits and Reports on Form 8-K                                            14


         Signatures                                                                           15

</TABLE>
                                       2
<PAGE>

                           First Commerce Corporation
                           Consolidated Balance Sheets
                             (Dollars in Thousands)
                 See accompanying notes to financial statements.

                                     ASSETS

                                      September 30,       December 31,
                                           2002               2001
                                           ----               ----
                                       (unaudited)

Cash and due from banks                 $  14,831           $   4,250
Federal funds sold                          3,354               2,415
Securities available for sale              39,799              30,614
Federal Home Loan Bank stock                1,100                 785

Loans                                     115,140              93,869
Less allowance for loan losses             (1,571)             (1,263)
                                        ---------           ---------
         Net loans                        113,569              92,606

Premises and equipment, net                 1,547               1,218
Other assets                                5,350               4,156
                                        ---------           ---------
         Total assets                   $ 179,550           $ 136,044
                                        =========           =========


<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<S>                                                                 <C>               <C>
Deposits:
   Noninterest-bearing                                              $ 37,692          $ 34,415
   Money market and NOW accounts                                      18,883            16,887
   Savings                                                             2,128             2,842
   Time, $100 and over                                                53,632            26,614
   Other time                                                         28,058            29,970
                                                                    --------          --------
         Total deposits                                              140,393           110,728
   Borrowings                                                         27,352            15,000
   Other liabilities                                                   1,043               761
                                                                    --------          --------
         Total liabilities                                           168,788           126,489
                                                                    --------          --------

Stockholders' equity:
    Common stock, no par value, 20,000,000 shares
          Authorized 1,020,635 and 1,014,684 shares issued
          and outstanding at September 30, 2002, and
              December 31, 2001, respectively                          9,002             8,949
    Retained earnings                                                  1,202               572
    Accumulated other comprehensive income, net
          unrealized gain on available for sale
           securities, net of tax                                        558                34
                                                                    --------          --------
         Total stockholders' equity                                   10,762             9,555
                                                                    --------          --------
         Total liabilities and stockholders' equity                 $179,550          $136,044
                                                                    ========          ========

</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>

                           First Commerce Corporation
         Consolidated Statements of Operations and Comprehensive Income
                            For the Nine Months Ended
                           September 30, 2002 and 2001
                                   (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)
                 See accompanying notes to financial statements.


                                                                     2002            2001
                                                                     ----            ----
<S>                                                               <C>             <C>
Interest income:
     Loans                                                        $    4,890      $    5,077
     Securities available for sale
         Taxable                                                       1,328           1,176
         Tax - exempt                                                    118              18
     Federal funds sold                                                   25              22
                                                                   ---------       ---------
         Total interest income                                         6,361           6,293
                                                                   ---------       ---------

Interest expense:
     Deposits                                                          1,933           2,844
     Other borrowings                                                    780             420
                                                                   ---------       ---------
         Total interest expense                                        2,713           3,264
                                                                   ---------       ---------

         Net interest income                                           3,648           3,029
Provision for loan losses                                                327             182
                                                                   ---------       ---------
         Net interest income after provision for loan losses           3,321           2,847
                                                                   ---------       ---------

Other income:
     Service fees                                                        144             136
     Gain on sale of securities                                          265              50
     Other                                                               302             207
                                                                   ---------       ---------
         Total other income                                              711             393
                                                                   ---------       ---------

Other expense:
     Personnel                                                         1,494           1,263
     Occupancy                                                           512             435
     Data processing                                                     285             133
     Professional fees                                                   185             170
     Telephone, postage, and supplies                                    118              92
     Advertising and business promotion                                  123             104
     Other                                                               441             345
                                                                   ---------       ---------
         Total other expense                                           3,158           2,542
                                                                   ---------       ---------

         Income before income taxes                                      874             698
Income taxes                                                             244             224
                                                                   ---------       ---------
         Net income                                                      630             474
Other comprehensive income, net
     unrealized gain on available for sale
     securities during the period, net of tax                            524             462
                                                                   ---------       ---------
         Comprehensive income                                     $    1,154      $      936

Net income per share:
         Basic                                                    $     0.62      $     0.47
                                                                   =========       =========
         Diluted                                                  $     0.60      $     0.46
                                                                   =========       =========
Weighted average shares outstanding:
         Basic                                                     1,017,658       1,014,957
                                                                   =========       =========
         Diluted                                                   1,048,936       1,022,282
                                                                   =========       =========
</TABLE>
                                       4
<PAGE>

<TABLE>
<CAPTION>

                           First Commerce Corporation
         Consolidated Statements of Operations and Comprehensive Income
                           For the Three Months Ended
                           September 30, 2002 and 2001
                                   (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)
                 See accompanying notes to financial statements.

                                                                   2002            2001
                                                                   ----            ----
<S>                                                             <C>             <C>
Interest income:
     Loans                                                      $    1,735      $    1,705
     Securities available for sale
         Taxable                                                       454             365
         Tax - exempt                                                   54               5
     Federal funds sold                                                 16               8
                                                                 ---------       ---------
         Total interest income                                       2,259           2,083
                                                                 ---------       ---------

Interest expense:
     Deposits                                                          658             833
     Other borrowings                                                  261             179
                                                                 ---------       ---------
         Total interest expense                                        919           1,012
                                                                 ---------       ---------

         Net interest income                                         1,340           1,071
Provision for loan losses                                               67              88
                                                                 ---------       ---------
         Net interest income after provision for loan losses         1,273             983
                                                                 ---------       ---------

Other income:
     Service fees                                                       56              49
     Gain on sale of securities                                         92              26
     Other                                                             107              71
                                                                 ---------       ---------
         Total other income                                            255             146
                                                                 ---------       ---------

Other expense:
     Personnel                                                         555             435
     Occupancy                                                         184             140
     Data processing                                                   128              55
     Professional fees                                                  68              51
     Telephone, postage, and supplies                                   41              34
     Advertising and business promotion                                 28              39
     Other                                                             152             100
                                                                 ---------       ---------
         Total other expense                                         1,156             854
                                                                 ---------       ---------

         Income before income taxes                                    372             275
Income taxes                                                           108              88
                                                                 ---------       ---------
         Net income                                                    264             187

Other comprehensive income, net
     unrealized gain on available for sale
      securities during the period, net of tax                         380             219
                                                                 ---------       ---------
         Comprehensive income                                   $      644      $      406
                                                                ==========      ==========
Net income per share:
         Basic                                                  $     0.26      $     0.18
                                                                ==========      ==========
         Diluted                                                $     0.25      $     0.18
                                                                ==========      ==========

Weighted average shares outstanding:
         Basic                                                   1,020,635       1,014,957
                                                                ==========      ==========
         Diluted                                                 1,056,305       1,015,059
                                                                ==========      ==========
</TABLE>
                                        5
<PAGE>


<TABLE>
<CAPTION>

                           First Commerce Corporation
                      Consolidated Statements of Cash Flows
                            For the Nine Months Ended
                           September 30, 2002 and 2001
                                   (Unaudited)

                                                                              2002           2001
                                                                              ----           ----

<S>                                                                         <C>            <C>
Cash flows from operating activities:
         Net income                                                         $    630       $    474
         Adjustments to reconcile net income to net
             cash (used) provided by operating activities:
         Depreciation and amortization                                           177            179
         Provision for loan losses                                               327            182
         Net amortization (accretion) on securities available for sale            20            (10)
         Gain on sale of securities available for sale                          (265)           (50)
         Loss on sale of premises and equipment                                   10             --
         (Increase) decrease in other assets                                    (529)           148
         Decrease in other liabilities                                           282          1,343
                                                                            --------       --------
              Net cash (used) provided by operating activities                   652         2,266
                                                                            --------       --------

Cash flows from investing activities:
         Proceeds from sale of securities available for sale                  24,603          9,039
         Proceeds from maturities and issuer calls of securities
              available for sale                                               5,880         16,432
         Purchase of securities available for sale                           (38,564)       (21,569)
         Purchase of Federal Home Loan Bank stock                               (315)          (534)
         Net increase in loans                                               (21,290)       (13,632)
         Purchase of life insurance policy                                    (1,000)            --
         Purchases of premises and equipment                                    (521)          (106)
         Proceeds from sale of premises and equipment                              5             --
                                                                            --------       --------
                  Net cash used in investing activities                      (31,202)       (10,370)
                                                                            --------       --------

Cash flows from financing activities:
         Net increase in deposits                                             29,665         10,290
         Increase in borrowings                                               12,352          8,000
         Proceeds from the exercise of stock options                              53             --
                                                                            --------       --------
                  Net cash provided by financing activities                   42,070         18,290
                                                                            --------       --------

                  Net increase in cash and cash equivalents                   11,520         10,186
Cash and cash equivalents, beginning of period                                 6,665          5,170
                                                                            --------       --------
Cash and cash equivalents, end of period                                    $ 18,185       $ 15,356
                                                                            ========       ========


Supplemental cash flow information:
         Interest paid                                                      $  2,549       $  3,311
                                                                            ========       ========
         Taxes paid                                                         $    425       $    168
                                                                            ========       ========

Supplemental disclosure of non-cash investing activities:
         Net change in unrealized gain on
             securities available for sale, net of tax                      $    524       $    462
                                                                            ========       ========
</TABLE>
                 See accompanying notes to financial statements.

                                       6
<PAGE>

                           First Commerce Corporation
                          Notes to Financial Statements
                           September 30, 2002 and 2001
                                   (Unaudited)



1.   Accounting Policies:
     -------------------

     The significant  accounting policies followed by First Commerce Corporation
     (the "Corporation") for interim financial reporting are consistent with the
     accounting   policies   followed  for  annual   financial   reporting.   In
     management's  opinion,  all  adjustments,  all of  which  are  of a  normal
     recurring  nature,  necessary for a fair presentation have been included in
     these unaudited financial statements. The accompanying financial statements
     do not  purport to contain all the  necessary  financial  disclosures  that
     might  otherwise be necessary  in the  circumstances  and should be read in
     conjunction  with  the  financial  statements  and  notes  thereto  in  the
     Corporation's  annual  report for the year ended  December  31,  2001.  The
     results of operations for the nine-month period ended September 30, 2002 is
     not necessarily indicative of the results to be expected for the full year.
     The  Corporation  has  determined  that  it has one  significant  operating
     segment;  providing  general  commercial  financial  services to  customers
     located in the single geographic area of Mecklenburg County, North Carolina
     and surrounding communities.


2.   Borrowings:
     ----------

     First Commerce Bank, the Corporation's  wholly-owned  subsidiary  ("Bank"),
     has two available  lines of credit  expiring in 2002 with the Bankers Bank,
     Atlanta,  Georgia, in the aggregate amount of $5,500,000 that bear interest
     at the  prevailing  market rate.  As of September  30, 2002,  there were no
     advances on this line of credit.

     The Bank has a line of credit  with the  Federal  Home Loan Bank of Atlanta
     ("FHLB"),  in the amount up to  twenty-five  percent  of the  Bank's  total
     assets.  Terms and conditions vary depending on the program selected by the
     Bank for credit advances,  subject to  collateralization  of FHLB stock and
     qualifying 1-4 family residential  mortgage loans. The outstanding  amounts
     consist of $5.0 million  maturing in 2004,  $2.0 million  maturing in 2005,
     $8.0  million   maturing  in  2011and   $7.0  million   maturing  in  2012.
     Additionally,  the Bank has customer reverse repurchase agreements totaling
     $352,000.

     The  Corporation  participated  in  a  pooled  trust  preferred  securities
     offering in the amount of $5.0 million.  These  securities  bear a variable
     interest rate based on the sixty-day LIBOR plus 375 basis points, mature in
     2031 and are callable at par in 2006.


3.   Net Income Per Share:
     --------------------

     Net Income per share has been calculated by dividing net income by both the
     weighted  average  number of common  shares  outstanding  and the  dilutive
     common equivalent shares  outstanding.  Common equivalent shares consist of
     stock  options  issued  and  outstanding.  In  determining  the  number  of
     equivalent shares outstanding,  the treasury stock method was applied. This
     method  assumes  that the number of shares  issuable  upon  exercise of the
     stock options is reduced by the number of common shares  assumed  purchased
     at market prices with the proceeds from the assumed  exercise of the common
     stock  options  plus any tax  benefits  received as a result of the assumed
     exercise.  At September 30, 2002,  outstanding  options to purchase  89,539
     shares of the  Corporation's  common stock had been granted under the First
     Commerce Corporation 1999 Nonqualified Stock Option Plan for Directors.  At
     September 30, 2002,  outstanding  options to purchase  91,713 shares of the
     Corporation's  common  stock had been  granted  under  the  First  Commerce
     Corporation  1999 Incentive Stock Option Plan.  Additionally,  at September
     30,  2002,   outstanding   options  to  purchase   46,200   shares  of  the
     Corporation's  common  stock had been  granted  under  the  First  Commerce
     Corporation  2002 Omnibus Stock and Incentive Plan. For the three-month and
     nine-month  period  ending  September  30, 2002,  weighted  average  shares
     outstanding, have been increased by 35,670 and 31,279 shares, respectively,
     to  reflect  the  effect  of  diluted  common  share  equivalents.  For the
     three-month  and  nine-month  period ending  September  30, 2001,  weighted
     average  shares  outstanding,  have been increased by 102 and 7,325 shares,
     respectively, to reflect the effect of diluted common share equivalents.

                                       7

<PAGE>



4.   Other Comprehensive Income
     --------------------------

     Other  comprehensive  income,  which is  comprised  solely of the change in
     unrealized gains and losses on available for sale securities, is as follows
     for the period ended September 30, 2002:

<TABLE>
<CAPTION>
                                                                                   September 30, 2002
                                                                                   ------------------
                                                                                 (Dollars in Thousands)

                                                                            Amount     Tax Effect    Amount
                                                                            ------     ----------    ------
                            Three Months
                            ------------
        <S>                                                                  <C>         <C>         <C>
        Unrealized holding gain arising during the period                    $ 714       $(278)      $ 436
        Less: reclassification adjustment for amounts
             recognized in the net income                                      (92)         36         (56)
                                                                             -----       -----       -----
        Unrealized  holding gain on available for sale securities,  net
        of tax                                                               $ 622       $(242)      $ 380
                                                                             =====       =====       =====

                             Nine Months
                             -----------
        Unrealized holding gain arising during the period                   $ 1124       $(438)      $ 686
        Less: reclassification adjustment for amounts
             recognized in the net income                                     (265)        103        (162)
                                                                             -----       -----       -----
        Unrealized  holding gain on available for sale securities,  net
        of tax                                                               $ 859       $(335)      $ 524
                                                                             =====       =====       =====
</TABLE>


                                        8
<PAGE>



                      Management's Discussion and Analysis



The following  discussion is a summary of the financial  condition and operating
results of First Commerce  Corporation (the  "Corporation"),  the parent holding
company for First Commerce Bank (the "Bank). The analysis is intended to provide
management's  overview of the Corporation's  overall  operations for the periods
indicated.

This Form 10-QSB  contains  certain  forward-looking  statements  consisting  of
estimates  with respect to the financial  condition,  results of operations  and
other  business of the  Corporation  that are subject to various  factors  which
could cause actual results to differ  materially from those estimates.  Factors,
which could influence the estimates, include changes in general and local market
conditions,  legislative and regulatory  conditions and an adverse interest rate
environment.

                               Financial Condition

September 30, 2002 compared to December 31, 2001

The  Corporation's  total assets increased $43.6 million,  or 32.0%, from $136.0
million at December  31, 2001,  to $179.6  million at  September  30, 2002.  The
increase was due primarily to increases in loans,  securities available for sale
and cash.  These  increases were  primarily  funded by increases in deposits and
Federal Home Loan Bank ("FHLB") advances.

Cash and cash  equivalents  increased  $11.5  million from December 31, 2001, or
172.8%,  to $18.2  million at September 30, 2002.  Several  large  deposits were
posted at September  30, 2002 that caused  higher than normal cash levels.  Cash
and cash equivalents are available to fund the anticipated  growth in loans over
the near term, in addition to providing liquidity as discussed below.

Securities  available for sale and FHLB stock increased $9.5 million,  or 30.3%,
to $40.9 million at September 30, 2002, from $31.4 million at December 31, 2001.
During the nine months ended September 30, 2002,  approximately $38.6 million of
securities were purchased, $24.6 million were sold, and $5.9 million were called
or paid-down. The result from the sale of securities was a gain of approximately
$265,000.  Total  securities  held  at  September  30,  2002  consisted  of U.S.
Government  agency  securities,   mortgage-backed  securities,  trust  preferred
securities and municipal  obligation  securities.  Management does not engage in
the practice of trading  securities;  rather,  the Bank's  investment  portfolio
consists entirely of securities designated as available for sale.

Gross loans  increased  $21.2 million,  or 22.7%, to $115.1 million at September
30,  2002,  from $93.9  million at December  31,  2001.  The largest  portion of
increase occurred with loans secured with real estate. Management's objective on
new loan  volume is to secure  loans  with real  estate  collateral.  The Bank's
borrowing  customers  are  primarily  small and medium size  businesses  and are
centered predominately in the Metro region of Charlotte.  However, the Bank does
offer a competitive line of consumer loan products and is seeking to offer these
products to a broad range of potential customers in its market area.  Management
anticipates  that loans will  continue to increase as long as interest  rates do
not rise  significantly  and the economy does not experience a marked  downturn.
The loan portfolio's composition included a variety of commercial,  real estate,
consumer and installment loans as follows.


                                        9
<PAGE>


Analysis of Loans
<TABLE>
<CAPTION>
                                                              (Dollars in Thousands)

                                                September 30, 2002               December 31, 2001
                                                ------------------               -----------------

                                            Amount            Percent        Amount           Percent

     <S>                                   <C>                 <C>          <C>                 <C>
     Commercial                            $ 27,234            23.65 %      $ 30,666            32.67 %

     Real estate - construction               6,631             5.76           6,872             7.32

     Real estate - mortgage:
          Residential 1-4                    21,438            18.62          14,447            15.39
          Multi-family                        1,583             1.37           1,597             1.70
          Other                              53,958            46.87          34,709            36.98


     Installment loans to individuals         4,296             3.73           5,578             5.94
                                           --------           ------        --------           ------
                                           $115,140           100.00 %      $ 93,869           100.00 %
                                           ========           ======        ========           ======

</TABLE>



Deposits  increased  $29.7 million,  or 26.8%, to $140.4 million at September 30
2002, from $110.7 million at December 31, 2001. The increase is primarily due to
increases in certificates of deposit over $100,000 and money market and interest
bearing  checking  accounts.  At September  30, 2002,  there was no  significant
concentration of deposits from one individual or entity;  however,  the Bank had
38.2% of its total  deposits in the  $100,000  and over  certificate  of deposit
category.  This level of  activity  in the  $100,000  and over  certificates  of
deposit was due, in some cases, to individuals  allocating  their deposits among
several  financial  institutions in order for each of their various  accounts to
approximate  the $100,000  deposit  insurance  limitation of the Federal Deposit
Insurance  Corporation  and due to $24.8  million in  brokered  certificates  of
deposits.  During the first nine  months of 2002,  the Bank  increased  brokered
certificates of deposits by $19.8 million with a competitive  interest rate with
terms ranging from three to eighteen  months.  While the Bank  anticipates  that
deposits will continue to increase,  the timing and magnitude of deposit  growth
remains  difficult  to predict and is affected  by the local  economy,  interest
rates paid on  competing  investments  and the  confidence  of  customers in the
financial services industry.

Borrowings increased $12.4 million, to $27.4 million at September 30, 2002, from
$15.0 million at December 31, 2001.  During the nine-months  ended September 30,
2002,  the  Bank  borrowed  $12.0  million  from  the  FHLB.  Additionally,   at
quarter-end  September 30, 2002, the Bank had $0.35 million in customer  reverse
repurchase  agreements.  The proceeds  were used to fund loan growth and satisfy
the general funding needs of the Bank.

At September 30, 2002, the Corporation had total capital as a percentage of risk
weighted assets of 11.32%, compared to 13.10% at December 31, 2001. The decrease
in stockholders' equity as a percent of total assets was primarily  attributable
to the rapid growth in balance sheet items discussed above.


                                       10
<PAGE>

                                    Liquidity

In order to ensure  that  sufficient  funds are  available  for loan  growth and
deposit  withdrawals,  and to  satisfy  general  funding  needs,  the Bank  must
maintain an adequate  level of liquidity.  Both assets and  liabilities  provide
sources of liquidity.  Asset  liquidity comes from the Bank's ability to convert
short-term  investments  into cash and from the maturity and  repayment of loans
and investment securities. Liability liquidity is provided by the Bank's ability
to attract deposits and borrow funds. The primary source of liability  liquidity
is the Bank's customer base, which provides core deposit growth.  In addition to
the foregoing,  the Bank could obtain short-term  liquidity through its existing
lines of credit with the Bankers  Bank of Atlanta,  and the FHLB.  The  over-all
liquidity  position of the Bank is closely  monitored and  evaluated  regularly.
Management  believes the Bank's  liquidity  sources at  September  30, 2002 were
adequate to meet its operating needs.



                              Result of Operations

For the nine months ended September 30, 2002 and 2001

The result of operations  for the nine months ended  September 30, 2002, was net
income of $630,000,  or $0.60 per share - diluted,  compared  with net income of
$474,000,  or $0.46 per share - diluted,  for the comparable period in 2001. The
increase in earnings was primarily due to an increase in net interest income and
gain  on sale  of  securities  that  was  partially  offset  by an  increase  in
non-interest expense and an increase in the provision for loan losses.

Interest  income for the nine months ended  September 30, 2002, was $6.4 million
compared with $6.3 million for the comparable  period in 2001. This increase was
primarily attributable to increased volume in the loan and securities portfolios
that was partially  offset by an overall  decrease in interest  rates.  Interest
expense was $2.7 million for the nine months ended September 30, 2002,  compared
with $3.3 million for the comparable period in 2001. This decrease was primarily
attributable  to lower interest rates on deposit  accounts.  Net interest income
was $3.6 million for the nine months ended  September  30, 2002,  an increase of
$619,000,  or 20.4%, from the comparable period in 2001. The annualized yield on
average  interest-earning  assets  decreased 162 basis points to 6.05%,  and the
annualized  rate on  average  interest-bearing  liabilities  decreased  99 basis
points  to   3.16%,   resulting   in  an   annualized   net  yield  on   average
interest-earning  assets of 3.49%, a 20 basis point decrease for the nine months
ended  September  30,  2002  compared  to the same  period  in 2001.  Management
believes that  compression  of the net interest  margin has  stabilized and will
continue at the same level at least into the first quarter of 2003.

The provision  for loan losses was $327,000 for the nine months ended  September
30, 2002, compared to $182,000 for the comparable period in 2001. This provision
was made to cover losses inherent in the Bank's loan portfolio.  The increase in
amount   provided  was  due  to  increased  loan   production.   There  was  one
non-performing  $56,000  loan on the Bank's books at  September  30,  2002.  The
allowance for loan losses was 1.36% of total loans  outstanding  as of September
30,  2002.  Management  reviews the  adequacy of the  allowance  for loan losses
regularly in order to maintain the  allowance at a level that is  sufficient  to
absorb  probable credit losses.  Management's  evaluation of the adequacy of the
allowance for loan losses is based on known and inherent risks in the portfolio,
adverse  situations that may affect a borrower's ability to repay, the estimated
value of underlying  collateral,  the composition of the overall loan portfolio,
current economic conditions and other relevant factors.


                                       11
<PAGE>


Management  will  continue  to monitor  the  allowance  for loan losses and make
future  additions  to the  allowance  through the  provision  for loan losses as
economic  conditions and loan portfolio  quality  dictate.  Although  management
maintains  the  allowance  for loan losses at a level which it  considers  to be
adequate to provide for losses,  there can be no  assurance  that future  losses
will not exceed estimated amounts or that additional  provisions for loan losses
will not be required in future periods. In addition,  management's determination
as to the  amount  of the  allowance  for loan  losses is  subject  to review by
various regulatory  agencies as part of their examination  processes,  which may
result in the establishment of additional  allowances based upon their judgments
of the information available to them at the time of their examination.

Other income totaled  $711,000 for the nine months ended  September 30, 2002, an
increase of $318,000 over the comparable  period in 2001.  Other income included
service fees on deposit  accounts,  various loan fees, safe deposit box rentals,
gain on sale of securities  and various  other items.  The increase is primarily
due to a security gains increase of $215,000 over the comparable  period in 2001
and increase in cash surrender  value of bank owned life  insurance  ("BOLI") of
approximately  $137,000. At the end of 2001, the Bank invested $2.5 million in a
BOLI on three executives.  Additionally, at the end of third quarter of 2002 the
Bank increased the BOLI by $1.0 million.

Other expense totaled $3.2 million for the nine months ended September 30, 2002,
an increase of $616,000 over the  comparable  period in 2001.  This increase was
primarily  attributable  to salary  expenses  associated  with higher  full-time
equivalents, higher data processing cost due to check imaging and higher license
cost and various other categories associated with increased assets.

The  Corporation  recorded  tax  expense of $244,000  for the nine months  ended
September 30, 2002 compared to $224,000 in 2001. The effective rate decreased to
28% from 32% for the period ended  September  30, 2002 from  September 30, 2001.
The  decrease  in  effective  rate was a result  of  added  tax-free  investment
securities and bank owned life insurance.


For the three months ended September 30, 2002 and 2001

The result of operations for the three months ended  September 30, 2002, was net
income of $264,000,  or $0.25 per share - diluted,  compared  with net income of
$187,000,  or $0.18  per share -  diluted,  for the  comparable  period in 2001.
Interest  income for the three months ended September 30, 2002, was $2.3 million
compared with $2.1 million for the comparable  period in 2001. This increase was
primarily attributable to increased volume in the loan and investment portfolios
partially  offset by decrease in interest rates on loans.  Interest  expense was
$919,000 the three months ended  September 30, 2002,  compared with $1.0 million
for the comparable period in 2001. This decrease was primarily attributable to a
general  decrease in interest  rates  noted above that was  partially  offset by
increased volume in interest-bearing  deposit accounts.  Net interest income was
$1.3  million for the three  months ended  September  30,  2002,  an increase of
$269,000, or 25.1%, from the comparable period in 2001.

The provision  for loan losses was $67,000 for the three months ended  September
30, 2002, compared to $88,000 for the comparable period in 2001. The decrease in
amount provided was due to decreased loan production for the comparable  period.
The provision is determined based on the evaluation discussed above.

Other income totaled  $255,000 for the three months ended September 30, 2002, an
increase  of  $109,000  over the  comparable  period in 2001.  This  increase is
primarily due to the increase in gain on sale of  securities  available for sale
and BOLI income.  Other expense totaled $1.16 million for the three months ended
September 30, 2002, an increase of $302,000 over the comparable  period in 2001.
This increase was primarily  attributable  to increases in personnel,  occupancy
and data processing  costs.  The Bank recorded income tax expense of $108,000 in
the third quarter of 2002 versus $88,000 for the comparable period in 2001. This
increase  was due higher  pre-tax  income that was  partially  offset by a lower
effective tax rate resulting from the addition of tax-free investment securities
and BOLI.

                                       12

<PAGE>

                    Effects of Inflation and Changing Prices

A  commercial  bank has an asset  and  liability  structure  that is  distinctly
different  from  that of a company  with  substantial  investments  in plant and
inventory  because the major portion of its assets are monetary in nature.  As a
result,  a bank's  performance  may be  significantly  influenced  by changes in
interest  rates.  Although the banking  industry is more  affected by changes in
interest rates than by inflation in the prices of goods and services,  inflation
is a factor,  which  may  influence  interest  rates.  Yet,  the  frequency  and
magnitude of interest rate fluctuations do not necessarily coincide with changes
in the general inflation rate.  Inflation does affect operating expenses in that
personnel  expenses  and the  cost of  supplies  and  outside  services  tend to
increase during periods of high inflation.





                             Controls and Procedures

In  connection   with  the  preparation  of  this  report,   the   Corporation's
President/CEO  and Senior Vice  President/CFO has evaluated the effectiveness of
the Corporation's disclosure controls and procedures as of a date within 90 days
of the filing of this report and has concluded that the Corporation's disclosure
controls and procedures are suitable and effective for the Corporation's, taking
into  consideration  the size  and  nature  of the  Corporation's  business  and
operations.  There were no  signifcant  changes in the  internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the  date of  evaluation,  including  any  corrective  actions  with  regard  to
significant deficiences and material weaknesses.

                                       13
<PAGE>
Part II.          OTHER INFORMATION

         Item 1.  Legal Proceedings

                  The   Corporation   and  the  Bank  are  not  engaged  in  any
                  significant  legal  proceedings at the present time. From time
                  to time, the Bank may be a party to legal  proceedings  within
                  the normal course of business.

         Item 2.  Changes in Securities and Use of Proceeds

                  Not applicable

         Item 3.  Defaults Upon Senior Securities

                  Not applicable

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

                  Not applicable

         Item 5.  Other Information

                  Not applicable

         Item 6.  Exhibits and Reports on Form 8-K

a)       Not applicable

b)       Not applicable


                                       14
<PAGE>


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)




Dated    November  12,  2002   By: /s/  David E. Keul
         -------------------   -------------------------------------------------
                               David E. Keul
                               Senior Vice President and Chief Financial Officer

                                       15


<PAGE>

                           First Commerce Corporation

                   Certification of Periodic Financial Report
                       Pursuant to 18 U.S.C. SECTION 1350


     Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
the  Sarbanes-Oxley  Act of  2002,  each of the  undersigned  officers  of First
Commerce Corporation  certifies that the Quarterly Report on Form 10-QSB for the
quarter ended September 30, 200 fully complies with the  requirements of Section
13(a) or  15(d),  as  applicable,  of the  Securities  Exchange  Act of 1934 and
information  contained  in that Form 10-QSB  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Corporation.


Dated: November 12, 2002       /s/ Wesley W. Sturges
------------------------       -------------------------------------------------
                               Wesley W. Sturges
                               Chief Executive Officer and President


Dated: November 12, 2002       /s/ David E. Keul
------------------------       -------------------------------------------------
                               David E. Keul
                               Chief Financial Officer and Senior Vice President

                                       16
<PAGE>


                           First Commerce Corporation
                                 CERTIFICATIONS


I, Wesley W. Sturges, certify that:

I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  First  Commerce
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Corporation as of, and for, the periods presented in this quarterly report;

The   Corporation's   other  certifying   officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant and have designed such
disclosure controls and procedures to ensure that material  information relating
to the registrant,  including its consolidated subsidiaries, is made known to us
by others within those  entities,  particularly  during the period in which this
quarterly  report  is  being  prepared;   evaluated  the  effectiveness  of  the
registrant's  disclosure  controls  and  procedures  as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation  Date");  and
presented in this quarterly  report our conclusions  about the  effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

The Corporation's  other certifying  officer and I have disclosed,  based on our
most recent  evaluation,  to the company's  auditors and the audit  committee of
company's   Board  of   Directors   (or  persons   performing   the   equivalent
functions):all  significant  deficiencies in the design or operation of internal
controls which could adversely affect the company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  company's
auditors any material weaknesses in internal controls; and any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrant's internal controls; and

The Company's  other  certifying  officer and I have indicated in this quarterly
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Dated    November  12,  2002         By: /s/  Wesley W. Storges
         -------------------         -------------------------------------------
                                     Wesley W. Storges
                                     Chief Executive Officer and President


                                       17
<PAGE>


                           First Commerce Corporation
                                 CERTIFICATIONS


I, David E. Keul, certify that:

I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  First  Commerce
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Corporation as of, and for, the periods presented in this quarterly report;

The   Corporation's   other  certifying   officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant and have designed such
disclosure controls and procedures to ensure that material  information relating
to the registrant,  including its consolidated subsidiaries, is made known to us
by others within those  entities,  particularly  during the period in which this
quarterly  report  is  being  prepared;   evaluated  the  effectiveness  of  the
registrant's  disclosure  controls  and  procedures  as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation  Date");  and
presented in this quarterly  report our conclusions  about the  effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

The Corporation's  other certifying  officer and I have disclosed,  based on our
most recent  evaluation,  to the company's  auditors and the audit  committee of
company's   Board  of   Directors   (or  persons   performing   the   equivalent
functions):all  significant  deficiencies in the design or operation of internal
controls which could adversely affect the company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  company's
auditors any material weaknesses in internal controls; and any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrant's internal controls; and

The Company's  other  certifying  officer and I have indicated in this quarterly
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: November 12, 2002    /s/ David E. Keul         Senior Vice President
     ------------------   ------------------------   and Chief Financial Officer
                           (Signature)                       (Title)


                                       18