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 June 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 August 13, 2002

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


<PAGE>


                           First Commerce Corporation

                                    Contents

<TABLE>
<CAPTION>
<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION                                                                   Pages
                                                                                                 -----

         Item 1.  Consolidated Financial Statements

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

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

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

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

                  Notes to Financial Statements (unaudited)                                      7 - 8

         Item 2.  Management's Discussion and Analysis                                           9 - 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, Except Par Value)

                                     ASSETS

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

Cash and due from banks                $   9,333          $   4,250
Federal funds sold                         3,777              2,415
Securities available for sale             31,305             30,614
Federal Home Loan Bank stock               1,000                785

Loans                                    112,121             93,869
Less allowance for loan losses            (1,518)            (1,263)
                                       ---------          ---------
         Net loans                       110,603             92,606

Premises and equipment, net                1,228              1,218
Other assets                               4,313              4,156
                                       ---------          ---------
         Total assets                  $ 161,559          $ 136,044
                                       =========          =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


<S>                                                                             <C>              <C>
Deposits:
   Noninterest-bearing                                                          $ 41,331         $ 34,415
   Money market and NOW accounts                                                  20,663           16,887
   Savings                                                                         2,854            2,842
   Time, $100 and over                                                            44,160           26,614
   Other time                                                                     25,692           29,970
                                                                                --------         --------
         Total deposits                                                          134,700          110,728
   Borrowings                                                                     16,131           15,000
   Other liabilities                                                                 610              761
                                                                                --------         --------
         Total liabilities                                                       151,441          126,489
                                                                                --------         --------

Stockholders' equity:
    Commonstock, no par value, 20,000,000 shares Authorized 1,020,635
          and 1,014,689 shares issued and outstanding at June 30, 2002,
          and
              December 31, 2001, respectively                                      9,002            8,949
    Retained earnings                                                                938              572
    Accumulated other comprehensive income (loss), net
          unrealized (loss) gain on available for sale
           securities, net of tax                                                    178               34
                                                                                --------         --------
         Total stockholders' equity                                               10,118            9,555
                                                                                --------         --------
         Total liabilities and stockholders' equity                             $161,559         $136,044
                                                                                ========         ========

</TABLE>

See accompanying notes to financial statements.

                                       3
<PAGE>


                           First Commerce Corporation
         Consolidated Statements of Operations and Comprehensive Income
                            For the Six Months Ended
                             June 30, 2002 and 2001
                                   (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>

                                                                        2002               2001
                                                                        ----               ----
<S>                                                                  <C>                <C>
Interest income:
     Loans                                                           $    3,155         $    3,372
     Securities available for sale
         Taxable                                                            874                811
         Tax - exempt                                                        64                 13
     Federal funds sold                                                       9                 14
                                                                     ----------         ----------
         Total interest income                                            4,102              4,210
                                                                     ----------         ----------

Interest expense:
     Deposits                                                             1,275              2,011
     Other borrowings                                                       519                241
                                                                     ----------         ----------
         Total interest expense                                           1,794              2,252
                                                                     ----------         ----------

         Net interest income                                              2,308              1,958
Provision for loan losses                                                   260                 94
                                                                     ----------         ----------
         Net interest income after provision for loan losses              2,048              1,864
                                                                     ----------         ----------

Other income:
     Service fees                                                            88                 87
     Gain on sale of securities                                             173                 24
     Other                                                                  195                136
                                                                     ----------         ----------
         Total other income                                                 456                247
                                                                     ----------         ----------

Other expense:
     Personnel                                                              939                828
     Occupancy                                                              328                295
     Data processing                                                        157                 78
     Professional fees                                                      117                119
     Telephone, postage, and supplies                                        77                 58
     Advertising and business promotion                                      95                 65
     Other                                                                  289                245
                                                                     ----------         ----------
         Total other expense                                              2,002              1,688
                                                                     ----------         ----------

         Income before income taxes                                         502                423
Income taxes                                                                136                136
                                                                     ----------         ----------
         Net income                                                         366                287
Other comprehensive income, net
     unrealized gain on available for sale
     securities during the period, net of tax                               144                243
                                                                     ----------         ----------

         Comprehensive income                                        $      510         $      530
                                                                     ==========         ==========

Net income per share:
         Basic                                                       $     0.36         $     0.28
                                                                     ==========         ==========
         Diluted                                                     $     0.34         $     0.28
                                                                     ==========         ==========

Weighted average shares outstanding:
         Basic                                                        1,016,144          1,014,684
                                                                     ==========         ==========
         Diluted                                                      1,075,860          1,016,635
                                                                     ==========         ==========
See accompanying notes to financial statements.

</TABLE>

                                       4

<PAGE>


                           First Commerce Corporation
         Consolidated Statements of Operations and Comprehensive Income
                           For the Three Months Ended
                             June 30, 2002 and 2001
                                   (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>

                                                                        2002               2001
                                                                        ----               ----
<S>                                                                  <C>                <C>
Interest income:
     Loans                                                           $    1,618         $    1,665
     Securities available for sale
         Taxable                                                            456                396
         Tax - exempt                                                        37                  7
     Federal funds sold                                                       4                  3
                                                                     ----------         ----------
         Total interest income                                            2,115              2,071
                                                                     ----------         ----------

Interest expense:
     Deposits                                                               626                960
     Other borrowings                                                       281                136
                                                                     ----------         ----------
         Total interest expense                                             907              1,096
                                                                     ----------         ----------

         Net interest income                                              1,208                975
Provision for loan losses                                                   149                 38
                                                                     ----------         ----------
         Net interest income after provision for loan losses              1,059                937
                                                                     ----------         ----------

Other income:
     Service fees                                                            48                 49
     Gain on sale of securities                                              46                 22
     Other                                                                   71                 70
                                                                     ----------         ----------
         Total other income                                                 165                141
                                                                     ----------         ----------

Other expense:
     Personnel                                                              424                383
     Occupancy                                                              166                151
     Data processing                                                         77                 40
     Professional fees                                                       56                 90
     Telephone, postage, and supplies                                        41                 29
     Advertising and business promotion                                      27                 41
     Other                                                                  171                120
                                                                     ----------         ----------
         Total other expense                                                962                854
                                                                     ----------         ----------

         Income before income taxes                                         262                224
Income taxes                                                                 72                 75
                                                                     ----------         ----------
         Net income                                                         190                149

Other comprehensive income, net
     unrealized gain on available for sale
      securities during the period, net of tax                              418                 21
                                                                     ----------         ----------

         Comprehensive income                                        $      608         $      170
                                                                     ==========         ==========

Net income per share:
         Basic                                                       $     0.19         $     0.15
                                                                     ==========         ==========
         Diluted                                                     $     0.18         $     0.15
                                                                     ==========         ==========

Weighted average shares outstanding:
         Basic                                                        1,017,588          1,014,684
                                                                     ==========         ==========
         Diluted                                                      1,048,967          1,014,784
                                                                     ==========         ==========
</TABLE>

See accompanying notes to financial statements.

                                       5

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                 2002             2001
                                                                                 ----             ----

<S>                                                                            <C>               <C>
Cash flows from operating activities:
         Net income                                                            $    366          $    287
         Adjustments to reconcile net income to net
             cash provided by operating activities:
         Depreciation and amortization                                              117               124
         Provision for loan losses                                                  260                94
         Increase in deferred income taxes                                           93               157
         Net amortization (accretion) on securities available for sale               22               (11)
         Gain on sale of securities available for sale                             (173)              (24)
         (Increase) decrease in other assets                                       (343)              228
         Decrease in other liabilities                                             (151)               (5)
                                                                               --------          --------
              Net cash provided by operating activities                             191               850
                                                                               --------          --------

Cash flows from investing activities:
         Proceeds from sale of securities available for sale                     17,516             7,762
         Proceeds from maturities and issuer calls of securities
              available for sale                                                 3, 326            12,759
         Purchase of securities available for sale                              (21,145)          (16,323)
         Purchase of Federal Home Loan Bank stock                                  (215)             (174)
         Net increase in loans                                                  (18,257)           (7,085)
         Purchases of premises and equipment                                       (127)              (74)
                                                                               --------          --------
                  Net cash used in investing activities                         (18,902)           (3,135)
                                                                               --------          --------

Cash flows from financing activities:
         Net increase in deposits                                                23,972             3,585
         Increase in borrowings                                                   1,131             5,000
         Proceeds from the exercise of stock options                                 53                --
                                                                               --------          --------
                  Net cash provided by financing activities                      25,156             8,585
                                                                               --------          --------

                  Net increase in cash and cash equivalents                       6,445             6,300
Cash and cash equivalents, beginning of period                                    6,665             5,170
                                                                               --------          --------
Cash and cash equivalents, end of period                                       $ 13,110          $ 11,470
                                                                               ========          ========


Supplemental cash flow information:
         Interest paid                                                         $  1,772          $  2,275
                                                                               ========          ========
         Taxes paid                                                            $    258          $    168
                                                                               ========          ========

Supplemental disclosure of non-cash investing activities:
         Net change in unrealized gain on
             securities available for sale, net of tax                         $    144          $    243
                                                                               ========          ========

See accompanying notes to financial statements.

                                        6
</TABLE>

<PAGE>


                           First Commerce Corporation
                          Notes to Financial Statements
                             June 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 six-month  period ended June 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:
     ----------

     The 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 June 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 in
     the amount up to fifteen  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 $1.0
     in overnight funds, $2.0 million maturing in 2005 and $8.0 million maturing
     in 2011. Additionally,  the Bank has customer reverse repurchase agreements
     totaling $131,000.

     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 five years.


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 June 30, 2002,  outstanding options to purchase 92.487 shares
     of the Corporation's common stock had been granted under the First Commerce
     Corporation 1999 Nonqualified Stock Option Plan for Directors.  At June 30,
     2002,  outstanding  options to purchase 101,027 shares of the Corporation's
     common stock had been granted  under the First  Commerce  Corporation  1999
     Incentive Stock Option Plan.  Additionally,  at June 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 six-month  period ending June 30,
     2002,  weighted average shares  outstanding,  have been increased by 31,378
     and 59,716  shares,  respectively,  to reflect the effect of diluted common
     share equivalents. For the three-month and six-month period ending June 30,
     2001, weighted average shares  outstanding,  have been increased by 100 and
     1,951 shares,  respectively,  to reflect the effect of diluted common share
     equivalents.  Share and earnings  per share have been  restated for 2001 to
     reflect a 10% stock dividend in November, 2001.

                                        7

<PAGE>

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

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 June 30, 2002:

<TABLE>
<CAPTION>

                                                                                    June 30, 2002
                                                                        ------------------------------------
                                                                                (Dollars in Thousands)

                                                                        Amount       Tax Effect       Amount
                                  Three Months
                                  ------------
<S>                                                                     <C>            <C>            <C>
Unrealized holding gain arising during the period                       $ 732          $(284)         $ 448
Less: reclassification adjustment for amounts
     recognized in the net income                                         (46)            16            (30)
                                                                        -----          -----          -----
Unrealized  holding gain on available for sale securities,  net
of tax                                                                  $ 686          $(268)         $ 418
                                                                        =====          =====          =====

                                   Six Months
                                   ----------
Unrealized holding gain arising during the period                       $ 410          $(154)         $ 256
Less: reclassification adjustment for amounts
     recognized in the net income                                        (173)            61           (112)
                                                                        -----          -----          -----
Unrealized  holding gain on available for sale securities,  net
of tax                                                                  $ 237          $ (93)         $ 144
                                                                        =====          =====          =====
</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

June 30, 2002 compared to December 31, 2001

The  Corporation's  total assets increased $25.5 million,  or 18.8%, from $136.0
million at December 31, 2001, to $161.5  million at June 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 $6.4 million, or 96.7%, to $13.1 million at
June 30, 2002.  Several large  deposits were posted at June 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 Federal Home Loan Bank stock  increased  $1.9
million,  or 6.1%,  to $33.3  million at June 30,  2002,  from $31.4  million at
December  31, 2001.  During the six months  ended June 30,  2002,  approximately
$21.1 million of securities  were  purchased,  $17.5 million were sold, and $3.3
million were called or paid-down.  The result from the sale of securities  was a
gain of approximately $173,000. Total securities held at June 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  $18.2 million,  or 19.4%,  to $112.1 million at June 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)

                                               June 30, 2002               December 31, 2001
                                               -------------               -----------------

                                           Amount         Percent        Amount         Percent

<S>                                       <C>              <C>          <C>              <C>
Commercial                                $ 29,291         26.12%       $ 30,666         32.67%

Real estate - construction                   7,766          6.93           6,872           7.32

Real estate - mortgage:
     Residential 1-4                        20,065         17.90          14,447          15.39
     Multi-family                            1,604          1.43           1,597           1.70
     Other                                  48,998         43.70          34,709          36.98


Installment loans to individuals             4,397          3.92           5,578           5.94
                                          --------        ------        --------         ------
                                          $112,121        100.00%       $ 93,869         100.00 %
                                          ========        ======        ========         ======
</TABLE>


Deposits  increased $24.0 million,  or 21.6%, to $134.7 million at June 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 June 30, 2002,  there was no  concentration  of
deposits from one individual or entity; however, the Bank had 32.8% 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 $23.0  million in  brokered  certificates  of  deposits.
During the first six months of 2002, the Bank increased brokered certificates of
deposits by $19.0  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 $1.1 million, to $16.1 million at June 30, 2002, from $15.0
million at December 31, 2001.  During the  six-months  ended June 30, 2002,  the
Bank borrowed $7.0 million from the FHLB. Additionally,  at quarter-end June 30,
2002, the Bank had $0.13 million in customer reverse repurchase agreements.  The
proceeds were used to fund loan growth and satisfy the general  funding needs of
the Bank.

At June 30, 2002,  the  Corporation  had total  capital as a percentage  of risk
weighted assets of 11.56%, 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 June 30, 2002 were adequate
to meet its operating needs.


                              Result of Operations

For the six months ended June 30, 2002 and 2001

The result of operations  for the six months ended June 30, 2002, was net income
of $366,000, or $0.34 per share - diluted, compared with net income of $287,000,
or $0.28 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 six  months  ended  June 30,  2002,  was $4.1  million
compared with $4.2 million for the comparable  period in 2001. This decrease was
primarily  attributable  to an  overall  decrease  in  interest  rates  that was
partially offset by an increased volume in the loan portfolio.  Interest expense
was $1.8  million for the six months  ended June 30,  2002,  compared  with $2.3
million  for  the  comparable  period  in  2001.  This  decrease  was  primarily
attributable  to lower interest rates on deposit  accounts.  Net interest income
was $2.3  million  for the six  months  ended  June 30,  2002,  an  increase  of
$350,000,  or 17.9%, from the comparable period in 2001. The annualized yield on
average  interest-earning  assets  decreased 154 basis points to 6.08%,  and the
annualized  rate on average  interest-bearing  liabilities  decreased  110 basis
points  to   3.27%,   resulting   in  an   annualized   net  yield  on   average
interest-earning  assets of 3.44%,  a 20 basis point decrease for the six months
ended June 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 third quarter of 2002.

The  provision  for loan losses was  $260,000  for the six months ended June 30,
2002,  compared to $94,000 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  were  no
non-performing  loans on the Bank's books at June 30, 2002.  The  allowance  for
loan losses was 1.35% of total loans outstanding as of June 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  $456,000  for the six  months  ended June 30,  2002,  an
increase of $209,000 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  security  gains of  $149,000  over  the  comparable  period  in 2001 and
increase in cash surrender  value of bank owned life insurance of  approximately
$80,000.  At the end of 2001,  the Bank invested $2.5 million in bank owned life
insurance  on three  executives.  These  increases  were  partially  offset by a
reduction  in  fees  received  on  brokered  mortgage  production.  As the  Bank
continues to add accounts and fee income  services,  other income is expected to
increase and become a more significant part of the Bank's total income.

Other  expense  totaled $2.0 million for the six months ended June 30, 2002,  an
increase of $314,000  over the  comparable  period in 2001.  This  increase  was
primarily  attributable to salary expenses  associated with severance accrual of
$55,000,  higher data  processing  cost due to check imaging and higher  license
cost and advertising related to television commercials.

The  Corporation  recorded tax expense of $136,000 for the six months ended June
30, 2002 and for the comparable  period in 2001. The effective rate decreased to
27% from 32% for the period ended June 30, 2002 from June 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 June 30, 2002 and 2001

The result of  operations  for the three  months  ended June 30,  2002,  was net
income of $190,000,  or $0.18 per share - diluted,  compared  with net income of
$149,000,  or $0.15  per share -  diluted,  for the  comparable  period in 2001.
Interest  income for the three  months ended June 30,  2002,  was $2.11  million
compared with $2.07 million for the comparable period in 2001. This increase was
primarily  attributable  to  increased  volume in the loan  portfolio  partially
offset by decrease in interest  rates.  Interest  expense was $907,000 the three
months ended June 30, 2002, compared with $1.1 million for the comparable period
in 2001.  This  increase  was  primarily  attributable  to  increased  volume in
interest-bearing  deposit accounts,  along with the general decrease in interest
rates noted  above.  Net  interest  income was $1.2 million for the three months
ended June 30, 2002,  an increase of  $233,000,  or 23.9%,  from the  comparable
period in 2001.

The  provision  for loan losses was $149,000 for the three months ended June 30,
2002,  compared to $38,000 for the  comparable  period in 2001.  The increase in
amount  provided  was  due  to  increased  loan  production.  The  provision  is
determined based on the evaluation discussed above.

Other income  totaled  $165,000  for the three  months  ended June 30, 2002,  an
increase  of  $24,000  over the  comparable  period in 2001.  This  increase  is
primarily due to the increase in gain on sale of securities  available for sale.
Other  expense  totaled  $962,000 for the three  months ended June 30, 2002,  an
increase of $108,000  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 $72,000 in the second quarter of
2002 versus $75,000 for the comparable  period in 2001.  This decrease was due a
lower  effective  tax rate  resulting  from the addition of tax-free  investment
securities and bank owned life insurance.

                                       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.

                                       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

                    At the  Annual  Meeting  of  Stockholders  held on April 24,
                    2002,  the  matters  voted upon,  the number of  affirmative
                    votes,  and the number of negative votes (where  applicable)
                    cast with respect to each such matter were as follows:

                    1)   To  consider  and vote  upon the  election  of five (5)
                         directors  to serve  until the 2005  Annual  Meeting of
                         Stockholders or until their successors are duly elected
                         and qualified.

<TABLE>
<CAPTION>

                                                                                               VOTE        BROKER
                                                                AFFIRMATIVE    NEGATIVE       WITHHELD    NON-VOTE
                                                                -----------    --------       --------    --------

                    <S>                                           <C>             <C>          <C>           <C>
                    G. Dixon Handshaw                             750,919         --           1,264         --
                    Harriet A. Kaplan                             750,666         --           1,517         --
                    Earl D. Leake                                 750,918         --           1,265         --
                    William G. Loeffler                           750,919         --           1,264         --
                    William G. Staton                             750,919         --           1,264         --


                    2) To ratify the selection of McGladrey
                       & Pullen LLP as the Corporation's
                       independent auditor for the fiscal year
                       ending December 31, 2002                   751,190        108             885          --


                    3) To approve the First Commerce
                       Corporation Omnibus Stock and
                       Incentive Plan                             420,461     50,123          23,329     258,270

</TABLE>

         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  August  13,  2002                   By: /s/  David E. Keul
       -----------------                            ---------------------------
                                                    David E. Keul
                                                    Senior Vice President and
                                                    Chief Financial Officer


                                       15


<PAGE>

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Wesley W. Sturges,  Chief Executive  Officer and President,  state and attest
that:

     1)   I am the Chief Executive Officer and President of First Commerce
          Corporation

     2)   Attached to this  certification  is the  quarterly  10QSB,  a periodic
          report (the "periodic report") filed by the issuer with the Securities
          Exchange  Commission  pursuant  to  Section  13(a)  or  15(d)  of  the
          Securities  Exchange Act of 1934 (the "Exchange Act"),  which contains
          financial statements.

     3)   I hereby  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

          o    the periodic  report  containing the financial  statements  fully
               complies with the  requirements  of Section 13(a) or 15(d) of the
               Exchange Act, and

          o    the information contained in the periodic report fairly presents,
               in all material respects,  the financial condition and results of
               operations of the issuer for the periods presented.



     /s/  Wesley W. Sturges
     ----------------------
     Name: Wesley W. Sturges, Chief Executive Officer and President

     Date: August 13, 2002


                                       16

<PAGE>



                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


I, David E. Keul, Chief Financial  Officer and Senior Vice President,  state and
attest that:

     4)   I am the Chief  Financial  Officer and Senior Vice  President of First
          Commerce Corporation.

     5)   Attached to this  certification  is the quarterly  10-QSB,  a periodic
          report (the "periodic report") filed by the issuer with the Securities
          Exchange  Commission  pursuant  to  Section  13(a)  or  15(d)  of  the
          Securities  Exchange Act of 1934 (the "Exchange Act"),  which contains
          financial statements.

     6)   I hereby  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

          o    the periodic  report  containing the financial  statements  fully
               complies with the  requirements  of Section 13(a) or 15(d) of the
               Exchange Act, and

          o    the information contained in the periodic report fairly presents,
               in all material respects,  the financial condition and results of
               operations of the issuer for the periods presented.



     /s/  David E, Keul
     ------------------
     Name: David E. Keul, Chief Financial Officer and Senior Vice President

     Date: August 13, 2002

                                       17