FORM 10QSB

                    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, 2001
                                                 -------------

     [   ]        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                      922,689
         --------------------------           ------------------------------
                    Class                     Outstanding at August 10, 2001

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

<PAGE>
                           First Commerce Corporation

                                    Contents

PART I - FINANCIAL INFORMATION                                             Pages
                                                                           -----

      Item 1.  Consolidated Financial Statements

          Balance Sheets at June 30, 2001 (unaudited) and December 31, 2000 3

          Statements of Operations and Comprehensive Income For the
          Six Months Ended June 30, 2001 and 2000 (unaudited)               4

          Statements of Operations and Comprehensive Income For the
          Three Months Ended June 30, 2001 and 2000 (unaudited)             5

          Statements of Cash Flows For the Six Months Ended June 30, 2001
          and 2000 (unaudited)                                              6

          Notes to Financial Statements (unaudited)                         7

      Item 2.  Management's Discussion and Analysis                       8 - 11


PART II - OTHER INFORMATION

      Item 1.  Legal Proceedings                                           12

      Item 2.  Changes in Securities and Use of Proceeds                   12

      Item 3.  Defaults upon Senior Securities                             12

      Item 4.  Submission of Matters to a Vote of Security Holders         12

      Item 5.  Other Information                                           12

      Item 6.  Exhibits and Reports on Form 8-K                            12


      Signatures                                                           13


                                       2
<PAGE>
<TABLE>
<CAPTION>
                                 First Commerce Corporation
                                Consolidated Balance Sheets
                          (Dollars in Thousands, Except Par Value)


                                   ASSETS

                                                                June 30,      December 31,
                                                                   2001          2000
                                                                ---------     ---------
                                                                (unaudited)
<S>                                                             <C>           <C>
Cash and due from banks                                         $   9,120     $   4,180
Federal funds sold                                                  2,350           990
Securities available for sale                                      22,299        26,062
Federal Home Loan Bank stock                                          425           251

Loans                                                              85,094        78,009
Less allowance for loan losses                                      1,146         1,052
                                                                ---------     ---------
         Net loans                                                 83,948        76,957

Premises and equipment, net                                         1,105         1,155
Other assets                                                        1,186         1,727
                                                                ---------     ---------
         Total assets                                           $ 120,433     $ 111,322
                                                                =========     =========



                 LIABILITIES AND STOCKHOLDERS' EQUITY


Deposits:
   Noninterest-bearing                                          $  29,156     $  23,311
   Money market and NOW accounts                                   19,360        21,116
   Savings                                                          4,076         3,794
   Time, $100 and over                                             18,055        16,159
   Other time                                                      33,109        35,791
                                                                ---------     ---------
         Total deposits                                           103,756       100,171
   Other borrowings                                                 7,000         2,000
   Other liabilities                                                  428           433
                                                                ---------     ---------
         Total liabilities                                        111,184       102,604
                                                                ---------     ---------

Stockholders' equity:
    Common stock, no par value, 20,000,000 shares
          authorized, 922,689 shares issued and outstanding         8,076         8,076
    Preferred stock, no par value, 5,000,000 shares
          authorized, no shares issued or outstanding                --            --
    Retained earnings                                               1,028           741
    Accumulated other comprehensive income (loss)                     145           (98)
                                                                ---------     ---------
         Total stockholders' equity                                 9,249         8,718
                                                                ---------     ---------
         Total liabilities and stockholders' equity             $ 120,433     $ 111,322
                                                                =========     =========

</TABLE>
                 See accompanying notes to financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                First Commerce Corporation
              Consolidated Statements of Operations and Comprehensive Income
                                 For the Six Months Ended
                                  June 30, 2001 and 2000
                                       (Unaudited)
                      (Dollars in Thousands, Except Per Share Data)

                                                                    2001          2000
                                                                 ---------     ---------
<S>                                                              <C>           <C>
Interest income:
     Loans                                                       $   3,372     $   3,093
     Securities available for sale                                     824           589
     Federal funds sold                                                 14           115
                                                                 ---------     ---------
         Total interest income                                       4,210         3,797
                                                                 ---------     ---------

Interest expense:
     Deposits                                                        2,011         1,840
     Federal funds purchased and FHLB advances                         241            15
                                                                 ---------     ---------
         Total interest expense                                      2,252         1,855
                                                                 ---------     ---------

         Net interest income                                         1,958         1,942
Provision for loan losses                                               94           120
                                                                 ---------     ---------
         Net interest income after provision for loan losses         1,864         1,822
                                                                 ---------     ---------

Other income:
     Service fees                                                       87            34
     Gain on sale of securities                                         24          --
     Other                                                             136            91
                                                                 ---------     ---------
         Total other income                                            247           125
                                                                 ---------     ---------

Other expense:
     Personnel                                                         828           892
     Occupancy                                                         295           234
     Data processing                                                    78            78
     Professional fees                                                 119            48
     Telephone, postage, and supplies                                   58            53
     Advertising and business promotion                                 65            44
     Other                                                             245           220
                                                                 ---------     ---------
         Total other expense                                         1,688         1,569
                                                                 ---------     ---------

         Income before income taxes                                    423           378
Income taxes                                                           136            40
                                                                 ---------     ---------
         Net income                                                    287           338

Other comprehensive income (loss)                                      243          (160)
                                                                 ---------     ---------

         Comprehensive income                                    $     530     $     178
                                                                 =========     =========

Net income per share:
         Basic                                                   $    0.31     $    0.37
                                                                 =========     =========
         Diluted                                                 $    0.31     $    0.37
                                                                 =========     =========

Weighted average shares outstanding:
         Basic                                                     922,689       922,689
                                                                 =========     =========
         Diluted                                                   924,463       922,689
                                                                 =========     =========
</TABLE>
                 See accompanying notes to financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                               First Commerce Corporation
             Consolidated Statements of Operations and Comprehensive Income
                               For the Three Months Ended
                                 June 30, 2001 and 2000
                                      (Unaudited)
                     (Dollars in Thousands, Except Per Share Data)

                                                                   2001          2000
                                                                 --------     --------
<S>                                                              <C>          <C>
Interest income:
     Loans                                                       $  1,665     $  1,619
     Securities available for sale                                    403          295
     Federal funds sold                                                 3           61
                                                                 --------     --------
         Total interest income                                      2,071        1,975
                                                                 --------     --------

Interest expense:
     Deposits                                                         960          958
     Federal funds purchased and FHLB advances                        136           15
                                                                 --------     --------
         Total interest expense                                     1,096          973
                                                                 --------     --------

         Net interest income                                          975        1,002
Provision for loan losses                                              38           45
                                                                 --------     --------
         Net interest income after provision for loan losses          937          957
                                                                 --------     --------

Other income:
     Service fees                                                      49           16
     Other                                                             92           48
                                                                 --------     --------
         Total other income                                           141           64
                                                                 --------     --------

Other expense:
     Personnel                                                        383          454
     Occupancy                                                        151          123
     Data processing                                                   40           37
     Professional fees                                                 90           32
     Telephone, postage, and supplies                                  29           31
     Advertising and business promotion                                41           18
     Other                                                            120          123
                                                                 --------     --------
         Total other expense                                          854          818
                                                                 --------     --------

         Income before income taxes                                   224          203
Income taxes                                                           75           40
                                                                 --------     --------
         Net income                                                   149          163

Other comprehensive income                                             21          365
                                                                 --------     --------

         Comprehensive income                                    $    170     $    528
                                                                 ========     ========

Net income per share:
         Basic                                                   $   0.16     $   0.18
                                                                 ========     ========
         Diluted                                                 $   0.16     $   0.18
                                                                 ========     ========

Weighted average shares outstanding:
         Basic                                                    922,689      922,689
                                                                 ========     ========
         Diluted                                                  922,781      922,689
                                                                 ========     ========

</TABLE>
                 See accompanying notes to financial statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                  First Commerce Corporation
                            Consolidated Statements of Cash Flows
                                   For the Six Months Ended
                                    June 30, 2001 and 2000
                                         (Unaudited)


                                                                         2001         2000
                                                                      --------      --------
<S>                                                                   <C>           <C>
Cash flows from operating activities:
         Net income                                                   $    287      $    338
         Adjustments to reconcile net income to net cash provided
              by (used in) operating activities:
         Depreciation and amortization                                     124           104
         Provision for loan losses                                          94           120
         Net accretion on securities available for sale                    (11)           (4)
         Gain on sale of securities available for sale                     (24)         --
         (Increase) decrease in other assets                               385          (791)
         Decrease in other liabilities                                      (5)          (47)
                                                                      --------      --------
              Net cash provided by (used in) operating activities          850          (280)
                                                                      --------      --------

Cash flows from investing activities:
         Proceeds from sales of securities available for sale            7,762          --
         Proceeds from maturities and issuer calls of securities
              available for sale                                        12,759          --
         Purchases of securities available for sale                    (16,323)         --
         Purchase of Federal Home Loan Bank stock                         (174)         --
         Net increase in loans                                          (7,085)       (7,310)
         Purchases of premises and equipment                               (74)         (126)
                                                                      --------      --------
                  Net cash used in investing activities                 (3,135)       (7,436)
                                                                      --------      --------

Cash flows from financing activities:
         Net increase in deposits                                        3,585        11,835
         Net increase in FHLB advances                                   5,000         2,000
                                                                      --------      --------
                  Net cash provided by financing activities              8,585        13,835
                                                                      --------      --------

                  Net increase in cash and cash equivalents              6,300         6,119
Cash and cash equivalents, beginning of period                           5,170         7,278
                                                                      --------      --------
Cash and cash equivalents, end of period                              $ 11,470      $ 13,397
                                                                      ========      ========

Supplemental cash flow information:
         Interest paid                                                $  2,275      $  1,829
                                                                      ========      ========
         Taxes paid                                                   $    168      $    108
                                                                      ========      ========

Supplemental disclosure of noncash investing activities:
         Transfer from loans to other real estate owned               $   --        $    532
                                                                      ========      ========
         Net change in unrealized gain (loss) on
             securities available for sale, net of tax                $    243      $   (160)
                                                                      ========      ========

</TABLE>
                                        6
<PAGE>
                           First Commerce Corporation
                          Notes to Financial Statements
                             June 30, 2001 and 2000
                                   (Unaudited)

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

         On May 24, 2001, First Commerce Corporation (the "Corporation") was
         formed as the parent company for First Commerce Bank (the "Bank"), and
         the Corporation acquired 100% of the outstanding common stock of the
         Bank. All significant intercompany balances and transactions have been
         eliminated in consolidation. This transaction is accounted for similar
         to a pooling of interests; therefore all periods presented have been
         restated to include the Corporation. The significant accounting
         policies followed by 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 Bank's annual report for the year ended December 31,
         2000. The results of operations for the six-month period ended June 30,
         2001 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.       Other Borrowing:
         ---------------

         At June 30, 2001, the Bank has outstanding long-term borrowings of $7.0
         million from the Federal Home Loan Bank ("FHLB"), of which $5.0 million
         was borrowed in the first quarter of 2001. There were three separate
         advances; 1) ten-year final maturity with a convertible provision at
         the end of the second year, 2) ten-year final maturity with a
         convertible provision at the end of the fifth year, and 3) five-year
         final maturity in 2005 with a convertible provision in May 2002.



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, 2001, outstanding options
         to purchase 92,000 shares of the Bank's common stock had been granted
         under the First Commerce Bank 1997 Nonqualified Stock Option Plan for
         Directors. Additionally at June 30, 2001, outstanding options to
         purchase 91,941 shares of the Bank's common stock had been granted
         under the First Commerce Bank 1997 Incentive Stock Option Plan. For the
         six-month period ending June 30, 2001, the average market price of the
         Bank's common stock was less than the exercise price for all
         outstanding options except for the shares granted on May 9, 2001 at
         $8.20 per share. These shares were slightly dilutive having no
         significant effect on earnings per share.



                                       7
<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, 2001 compared to December 31, 2000

The Corporation's total assets increased $9.1 million, or 8.2%, from $111.3
million at December 31, 2000, to $120.4 million at June 30, 2001. The increase
was due primarily to an increase in loans, cash and federal funds sold.

Cash and cash equivalents increased $6.3 million, or 121.8%, to $11.5 million at
June 30, 2001. At month-end June 30, 2001 several large deposits were received
which caused higher than normal 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 decreased $3.8 million, or 14.4%, to $22.3 million
at June 30, 2001, from $26.1 million at December 31, 2000. During the first six
months ended June 30, 2001, approximately $16.3 million of securities were
purchased, including a bond swap of $4.7 million in the first quarter of 2001,
and $12.8 million were called or paid-down. The bond swap was a method to sell
callable agency securities with a high probability of being called and replacing
them with slightly higher yielding mortgage-backed securities. The result was
the sale of seven securities totaling $4.7 million with a gain of approximately
$2,000. Additionally, three securities were sold in the second quarter totaling
$3.0 million resulting in a gain of $22,000. Total securities held at June 30,
2001 consisted of U.S. Government agency securities, mortgage-backed 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.

Loans increased $7.1 million, or 9.1%, to $85.1 million at June 30, 2001, from
$78.0 million at December 31, 2000. The Bank's borrowing customers are primarily
small and medium size businesses 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. The loan portfolio's composition included a
variety of commercial, real estate, consumer and installment loans. At June 30,
2001, commercial loans made up 38.8%, real estate secured loans made up 56.0%,
and installment loans made up 5.2% of the loan portfolio. 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.

Deposits increased $3.6 million, or 3.6%, to $103.8 million at June 30, 2001,
from $100.2 million at December 31, 2000. The increase is primarily due to
increases in non-interest bearing accounts. At June 30, 2001, there was no
concentration of deposits from one individual or entity; however, the Bank had
17.4% 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
deposits 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


                                       8
<PAGE>

Insurance Corporation. This desire to have deposits insured, along with the
higher rates paid, attracted a high volume of activity. 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.

Other borrowings increased $5.0 million, to $7.0 million at June 30, 2001, from
$2.0 million at December 31, 2000. During the first quarter of 2001, the Bank
borrowed $5.0 million from the FHLB. The proceeds were used to fund loan growth
and satisfy the general funding needs of the Bank.

Stockholders' equity amounted to $9.2 million, or 7.7% of total assets, at June
30, 2001, compared to $8.7 million, or 7.8% of total assets, at December 31,
2000. These increases in stockholders' equity, and the related increase in book
value per share, were positively impacted by the increase in the market value of
securities available for sale. The slight decrease in stockholders' equity as a
percent of total assets was primarily attributable to the growth in balance
sheet items discussed above. With the formation of the Corporation, the common
stock was converted from $5 par value per share to no par value per share.
Additionally, the shareholders authorized 5,000,000 shares of preferred stock;
however, as of June 30, 2001, no shares were issued or outstanding.

                                    Liquidity

In order to ensure that sufficient funds are available for loan growth and
deposit withdrawals, as well as 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, 2001, were adequate
to meet its operating needs.


                              Result of Operations

For the six months ended June 30, 2001 and 2000

The result of operations for the six months ended June 30, 2001, was net income
of $287,000, or $0.31 per share, compared with net income of $338,000, or $0.37
per share, for the comparable period in 2000. The decrease in earnings was
primarily due to income taxes provided for in 2001 of $136,000 versus $40,000 in
2000. Beginning in early January, the Bank exhausted all tax loss carry-forwards
and began paying income taxes at the statutory rates. On a pre-tax basis, income
for the six months ended June 30, 2001 was $423,000 versus $378,000 for the same
period in 2000.

Interest income for the six months ended June 30, 2001, was $4.2 million
compared with $3.8 million for the comparable period in 2000. This increase was
primarily attributable to increased volume in the loan portfolio that was
partially offset by an overall decrease in interest rates. Interest expense was
$2.3 million for the six months ended June 30, 2001, compared with $1.9 million
for the same period in 2000. This increase was primarily attributable to
increased volume in interest-bearing deposit accounts and FHLB advances, along
with a general increase in interest rates. Net interest income was $2.0 million
for the six months ended June 30, 2001, an increase of $16,000, or 0.1%, from
the comparable period in 2000. The annualized yield on average interest-earning
assets decreased 36 basis points to 7.82%, while the annualized rate on average
interest-bearing liabilities increased 18 basis points to 4.37%, resulting in an
annualized net yield on average interest-earning assets of 3.64%, a 55 basis
point decrease for the six months ended June 30, 2001 compared to the same
period in 2000. Management believes that further compression of the net interest
margin will continue at least into the latter part of the third quarter of 2001.

                                       9
<PAGE>
The provision for loan losses was $94,000 for the six months ended June 30,
2001, compared to $120,000 for the comparable period in 2000. This provision was
set aside to cover losses inherent in the Bank's loan portfolio. There were no
non-performing loans on the Bank's books at June 30, 2001. The allowance for
loan losses was 1.35% of total loans outstanding as of June 30, 2001. 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 borrowers' ability to repay, the estimated value of underlying
collateral, the composition of the overall loan portfolio, current economic
conditions and other relevant factors.

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 $247,000 for the six months ended June 30, 2001, an
increase of $122,000 over the comparable period in 2000. 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 enhanced efforts to collect service charge fees and higher levels of
mortgage loans resulting from lower rates during the first six months of 2001.
Also included in other income is gain on sale of securities of $24,000. 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 $1.7 million for the six months ended June 30, 2000, an
increase of $119,000 over the comparable period in 2000. This increase was
primarily attributable to an increase occupancy expense relating to the addition
of a branch location in second quarter of 2000 and the formation cost of $50,000
for the parent holding company in May 2001.

The Bank recorded $136,000 of income tax expense for the six months ended June
30, 2001 compared to $40,000 in 2000. The effective tax rate in 2001 was less
than the statutory tax rate primarily due to the utilization of deferred tax
benefits generated from losses in prior periods to partially offset the current
liability.


For the three months ended June 30, 2001 and 2000

The result of operations for the three months ended June 30, 2001, was net
income of $149,000, or $0.16 per share, compared with net income of $163,000, or
$0.18 per share, for the comparable period in 2000. Interest income for the
three months ended June 30, 2001, was $2.1 million compared with $2.0 million
for the comparable period in 2000. This increase was primarily attributable to
increased volume in the loan portfolio partially offset by decrease in interest
rates. Interest expense was $1.1 for the three months ended June 30, 2001,
compared with $973,000 for the comparable period in 2000. This increase was
primarily attributable to increased volume in interest-bearing deposit accounts,
along with the general increase in interest rates noted above. Net interest
income was $975,000 for the three months ended June 30, 2001, a decrease of
$27,000, or 2.7%, from the comparable period in 2000.

The provision for loan losses was $38,000 for the three months ended June 30,
2001, compared to $45,000 for the comparable period in 2000. This provision is
determined based on the evaluation discussed above.



                                       10
<PAGE>
Other income totaled $141,000 for the three months ended June 30, 2001, an
increase of $77,000 over the comparable period in 2000. This increase included
gain on sale of securities available for sale of $22,000 for the three months
ended June 30, 2001. Other expense totaled $854,000 for the three months ended
June 30, 2001, an increase of $36,000 over the comparable period in 2000. This
increase was primarily attributable to increased occupancy cost associated with
a new branch location opened in 2000 and cost for formation of the holding
company. The Bank recorded income tax expense of $75,000 in the second quarter
of 2001 versus $40,000 for the comparable period in 2000.


                    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.




                                       11
<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, 2001,
                  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 four (4)
                      directors to serve until the 2004 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>
                  The following individuals were elected
                  as directors of the Bank for three
                  year terms:


                  Penny J. Parks                                       788,570               -            4,896
                  Richard C. Siskey                                    784,419               -            9,137
                  James E. Smith                                       788,560               -            4,996
                  Wesley W. Sturges                                    789,825               -            3,731

                  2)  To ratify the selection of McGladrey &
                      Pullen LLP as the Corporation's
                      independent auditor for the fiscal year
                      ending December 31, 2001                          788,510             241           4,805


                  3)  To approve the Share Exchange Agreement
                      pursuant to which  First Commerce Corporation
                      will become the parent holding company
                      of the Bank                                       590,433          22,235          12,796         167,992

</TABLE>

         Item 5.  Other Information

                  Not applicable

         Item 6.  Exhibits and Reports on Form 8-K

                   a)       Not applicable

                   b)       On May 25, 2001 a Form 8-K was filed announcing the
                            completion of the formation of First Commerce
                            Corporation as parent company of First Commerce Bank
                            on May 24, 2001


                                       12
<PAGE>


                                   SIGNATURES

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




                                                 First Commerce Corporation
                                                 --------------------------
                                                        (Registrant)




Dated    August  10,  2001                       By: /s/  David E. Keul
         -----------------                           ---------------------------
                                                     David E. Keul
                                                     Senior Vice President and
                                                     Chief Financial Officer






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