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 March 31, 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                          1,017,445
         --------------------------                  --------------------------
                   Class                             Outstanding at May 13, 2002

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


<PAGE>


                           First Commerce Corporation

                                    Contents
PART I - FINANCIAL INFORMATION                                             Pages
                                                                           -----

 Item 1.  Financial Statements

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

          Statements of Operations and Comprehensive Income For the
          Three Months Ended March 31, 2002  and 2001 (unaudited)             4

          Statements of Cash Flows For the Three Months Ended
          March 31, 2002 and 2001 (unaudited)                                 5

          Notes to Financial Statements (unaudited)                       6 - 7

 Item 2.  Management's Discussion and Analysis of Financial Condition
          and Operating Results                                          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>


                           First Commerce Corporation
                                 Balance Sheets
                    (Dollars in Thousands, Except Par Value)


                                     ASSETS

                                             March 31,       December 31,
                                               2002             2001
                                               ----             ----
                                            (unaudited)
         Cash and due from banks             $   1,468       $   4,250
         Federal funds sold                        223           2,415
         Securities available for sale          33,161          30,614
         Federal Home Loan Bank stock              850             785

         Loans                                 102,140          93,869
         Less allowance for loan losses         (1,374)         (1,263)
                                             ---------       ---------
                  Net loans                    100,766          92,606

         Premises and equipment, net             1,202           1,218
         Other assets                            4,600           4,156
                                             ---------       ---------
                  Total assets               $ 142,270       $ 136,044
                                             =========       =========


<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<S>                                                                            <C>             <C>
         Deposits:
            Noninterest-bearing                                                $  29,084       $  34,415
            Money market and NOW accounts                                         19,189          16,887
            Savings                                                                3,709           2,842
            Time, $100 and over                                                   35,533          26,614
            Other time                                                            27,570          29,970
                                                                               ---------       ---------
                  Total deposits                                                 115,085         110,728
            Borrowings                                                            17,130          15,000
            Other liabilities                                                        598             761
                                                                               ---------       ---------
                  Total liabilities                                              132,813         126,489
                                                                               ---------       ---------

         Stockholders' equity:
             Common stock, no par value, 20,000,000 shares
                   authorized, 1,014,689 shares issued and outstanding at
                   March 31, 2002, and December 31, 2001                           8,949           8,949
             Retained earnings                                                       748             572
             Accumulated other comprehensive income (loss), net
                   Unrealized (loss) gain on available for sale
                    Securities, net of tax                                          (240)             34
                                                                               ---------       ---------
                  Total stockholders' equity                                       9,457           9,555
                                                                               ---------       ---------
                  Total liabilities and stockholders' equity                   $ 142,270       $ 136,044
                                                                               =========       =========

</TABLE>

                See accompanying notes to financial statements.


                                    3


<PAGE>


                           First Commerce Corporation
                Statements of Operations and Comprehensive Income
                           For the Three Months Ended
                             March 31, 2002 and 2001
                                   (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                     2002              2001
                                                                     ----              ----
<S>                                                               <C>               <C>
Interest income:
     Loans                                                        $     1,537       $     1,707
     Securities available for sale
         Taxable                                                          418               415
         Tax - exempt                                                      27                 6
     Federal funds sold                                                     5                11
                                                                  -----------       -----------
         Total interest income                                          1,987             2,139
                                                                  -----------       -----------

Interest expense:
     Deposits                                                             649             1,051
     Other borrowings                                                     238               105
                                                                  -----------       -----------
         Total interest expense                                           887             1,156
                                                                  -----------       -----------

         Net interest income                                            1,100               983
Provision for loan losses                                                 111                56
                                                                  -----------       -----------
         Net interest income after provision for loan losses              989               927
                                                                  -----------       -----------

Other income:
     Service fees                                                          40                38
     Gain on sale of securities                                           127                 2
     Other                                                                124                66
                                                                  -----------       -----------
         Total other income                                               291               106
                                                                  -----------       -----------

Other expense:
     Personnel                                                            515               445
     Occupancy                                                            162               144
     Data processing                                                       80                38
     Professional fees                                                     61                29
     Telephone, postage, and supplies                                      36                29
     Advertising and business promotion                                    68                24
     Other                                                                118               125
                                                                  -----------       -----------
         Total other expense                                            1,040               834
                                                                  -----------       -----------

         Income before income taxes                                       240               199
Income taxes                                                               64                61
                                                                  -----------       -----------
         Net income                                                       176               138

Other comprehensive income (loss), net
     unrealized (loss) gain on available for sale
      securities during the period, net of tax                           (274)              222
                                                                  -----------       -----------

         Comprehensive income (loss)                              $       (98)      $       360
                                                                    =========         =========

Net income per share:
         Basic                                                    $      0.17       $      0.14
                                                                    =========         =========
         Diluted                                                  $      0.17       $      0.14
                                                                    =========         =========
Weighted average shares outstanding:
         Basic                                                      1,014,684         1,014,684
                                                                    =========         =========
         Diluted                                                    1,042,921         1,014,684
                                                                    =========         =========

</TABLE>

                 See accompanying notes to financial statements.


                                        4


<PAGE>


                           First Commerce Corporation
                            Statements of Cash Flows
                           For the Three Months Ended
                             March 31, 2002 and 2001
                                   (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                              2002           2001
                                                                              ----           ----

<S>                                                                         <C>            <C>
Cash flows from operating activities:
         Net income                                                         $    176       $    138
         Adjustments to reconcile net income to net
             cash provided by operating activities:
         Depreciation and amortization                                            53             62
         Provision for loan losses                                               111             56
         Increase in deferred income taxes                                      (175)          (142)
         Net amortization on securities available for sale                         6           --
         Gain on sale of securities available for sale                          (127)            (2)
         (Increase) decrease in other assets                                     (94)           438
         Decrease increase in other liabilities                                 (163)           (36)
                                                                            --------       --------
              Net cash provided by (used in) operating activities               (213)           514
                                                                            --------       --------

Cash flows from investing activities:
         Proceeds from sale of securities available for sale                   5,623          4,738
         Proceeds from maturities and issuer calls of securities
              available for sale                                                 937          4,930
         Purchase of securities available for sale                            (9,436)       (12,328)
         Purchase of Federal Home Loan Bank stock                                (65)          (219)
         Net increase in loans                                                (8,270)        (4,339)
         Purchases of premises and equipment                                     (37)           (46)
                                                                            --------       --------
                  Net cash used in investing activities                      (11,248)        (7,264)
                                                                            --------       --------

Cash flows from financing activities:
         Net increase in deposits                                              4,357          3,600
         Increase in borrowings                                                2,130          6,150
                                                                            --------       --------
                  Net cash provided by financing activities                    6,487          9,750
                                                                            --------       --------

                  Net increase (decrease) in cash and cash equivalents        (4,974)         3,000
Cash and cash equivalents, beginning of period                                 6,665          5,170
                                                                            --------       --------
Cash and cash equivalents, end of period                                    $  1,691       $  8,170
                                                                            ========       ========


Supplemental cash flow information:
         Interest paid                                                      $    831       $  1,074
                                                                            ========       ========
         Taxes paid                                                         $    172       $     64
                                                                            ========       ========

Supplemental disclosure of noncash investing activities:
         Net change in unrealized gain (loss) on
             securities available for sale, net of tax                      $   (274)      $    222
                                                                            ========       ========

</TABLE>

                 See accompanying notes to financial statements.

                                        5


<PAGE>


                           First Commerce Corporation
                          Notes to Financial Statements
                             March 31,2002 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
          three-month period ended March 31, 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
          which bear  interest at the  prevailing  market rate.  As of March 31,
          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 $2.0 million  maturing in 2005,  $8.0
          million maturing in 2011. Additionally,  the Bank has customer reverse
          repurchase agreements totaling $2,130,000.

          The Corporation  participated  in a pooled trust preferred  securities
          offering  in the  amount of $5.0  million.  These  securities  bears a
          variable  interest  rate based on the  sixty-day  LIBOR plus 375 basis
          points, matures 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 March  31,  2002,
          outstanding  options to purchase  101,027 shares of the  Corporation's
          common stock had been  granted  under the First  Commerce  Corporation
          2001  Nonqualified  Stock Option Plan for Directors.  Additionally  at
          March 31, 2002,  outstanding options to purchase 100,947 shares of the
          Corporation's  common stock had been granted under the First  Commerce
          Corporation  2001  Incentive  Stock Option Plan.  For the  three-month
          period ending March 31, 2002,  weighted  average  shares  outstanding,
          have been  increased by 28,237 shares 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.


                                       6


<PAGE>


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

     Other comprehensive  income (loss), which is comprised solely of the change
     in  unrealized  gains and losses on available  for sale  securities,  is as
     follows for the period ended March 31, 2002:



<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                          March 31, 2002
                                                                            -------------------------------------------

                                                                            Before - Tax                     Net-of-Tax
                                                                               Amount         Tax Effect       Amount
                                                                               ------         ----------       ------

           <S>                                                               <C>                <C>          <C>
           Unrealized  holding loss on available for sale  securities,       $(322,000)         $132,000     $(190,000)
           net of tax
           Less: reclassification adjustment for amounts
                recognized in the net income                                  (127,000)           43,000       (84,000)
                                                                             $(449,000)         $175,000     $(274,000)

</TABLE>


                                        7


<PAGE>


           Management's Discussion and Analysis of Financial Condition
                              and Operating Results

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


March 31, 2002 compared to December 31, 2001

The  Corporation's  total assets  increased $6.2 million,  or 4.6%,  from $136.0
million at December 31, 2001, to $142.3  million at March 31, 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  decreased $5.0 million,  or 74.6%, to $1.7 million at
March 31, 2002.  Several  large  deposits  were posted at December 31, 2001 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  $2.6
million,  or 8.3%,  to $34.0  million at March 31, 2002,  from $31.4  million at
December 31, 2001. During the quarter ended March 31, 2002,  approximately $ 9.5
million of securities were  purchased,  $5.6 million were sold, and $0.9 million
were called or paid-down.  The result from the sale of securities  was a gain of
approximately  $127,000.  Total  securities  held at March 31, 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  $8.3 million,  or 8.8%,  to $102.1  million at March 31,
2002,  from $93.8 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.  The loan
portfolio's composition included a variety of commercial,  real estate, consumer
and  installment  loans as  follows.  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.


                                       8


<PAGE>


Analysis of Loans

<TABLE>
<CAPTION>
                                                    (Dollars in Thousands)

                                           March 31, 2002             December 31, 2001
                                           --------------              -----------------

                                         Amount      Percent         Amount         Percent
                                         ------      -------         ------         -------

  <S>                                   <C>           <C>           <C>              <C>
  Commercial                            $ 28,648      28.05%        $ 30,666         32.67%

  Real estate - construction               7,164       7.01            6,872          7.32

  Real estate - mortgage:
       Residential 1-4                    17,608      17.24           14,447         15.39
       Multi-family                        1,624       1.59            1,597          1.70
       Other                              42,764      41.87           34,709         36.98


  Installment loans to individuals         4,332       4.24            5,578          5.4
                                        --------     ------         --------       ------

                                        $102,140     100.00%        $ 93,869       100.00%
                                        ========     ======         ========       ======

</TABLE>


Deposits  increased $4.4 million,  or 3.9%, to $115.1 million at March 31, 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 March 31, 2002,  there was no  concentration of
deposits from one individual or entity; however, the Bank had 30.9% 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 $14.0 million in brokered certificate of deposits. During
the first quarter of 2002, the Bank acquired $9.0 million in brokered CDs 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  $2.1 million,  to $17.1  million at March 31, 2002,  from
$15.0  million at December 31, 2001.  During the first  quarter  ended March 31,
2002, the Bank borrowed $2.0 million from the FHLB. Additionally, at quarter-end
March 31,  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 March 31, 2002,  the  Corporation  had total  capital as a percentage of risk
weighted  assets of 12.18%,  compared  to 13.10% at  December  31,  2001.  These
decreases in  stockholders'  equity,  and the related decrease in book value per
share,  were  impacted  negatively  by the  decrease  in  the  market  value  of
securities  available  for sale offset by net income for the three  months.  The
decrease  in  stockholders'  equity as a percent of total  assets was  primarily
attributable to the rapid growth in balance sheet items discussed above.


                                       9


<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 March 31,  2002,  were
adequate to meet its operating needs.



Result of Operations

For the three months ended March 31, 2002 and 2001

The result of  operations  for the three months  ended March 31,  2002,  was net
income of $176,000, or $0.17 per share, compared with net income of $138,000, or
$0.14 per share, 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.

Interest  income for the three  months  ended March 31,  2002,  was $2.0 million
compared with $2.1 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 $0.9 million for the three months ended March 31, 2002,  compared  with $1.2
million  for  the  comparable  period  in  2001.  This  decrease  was  primarily
attributable  to lower interest rates on deposit  accounts.  Net interest income
was $1.1 for the three months ended March 31, 2002, an increase of $117,000,  or
11.9%,  from the  comparable  period in 2001.  The  annualized  yield on average
interest-earning  assets decreased 183 basis points to 6.20%, and the annualized
rate on  average  interest-bearing  liabilities  decreased  174 basis  points to
2.83%, resulting in an annualized net yield on average  interest-earning  assets
of 3.45%,  a 24 basis point  decrease  for the three months ended March 31, 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 $111,000 for the three months ended March 31,
2002,  compared to $56,000 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 March 31, 2002.  The  allowance for
loan  losses  was  1.35% of  total  loans  outstanding  as of  March  31,  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.


                                       10


<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  $291,000  for the three  months ended March 31, 2002,  an
increase of $185,000 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 $125,000  over the  comparable  period in 2001.  Also
included in other income is increase in cash surrender  value of bank owned life
insurance of approximately  $38,000.  At the end of 2001, the Bank invested $2.5
million in bank owned life insurance on three executives.  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  $1,040,000 for the three months ended March 31, 2002, an
increase of $206,000  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 $64,000 for the three months ended March
31, 2002 compared to $61,000 for the  comparable  period in 2001.  The effective
rate  decreased  to 27% from 31% for the period  ended March 31, 2002 from March
31,  2001.  The  decrease  in  effective  rate  was a result  of added  tax-free
investment securities and bank owned life insurance.


                    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.


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<PAGE>



Part II.          OTHER INFORMATION

         Item 1.  Legal Proceedings

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

         Item 2.  Changes in Securities and Use of Proceeds

                  Not applicable

         Item 3.  Defaults Upon Senior Securities

                  Not applicable

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

                  Not applicable

         Item 5.  Other Information

                  Not applicable

         Item 6.  Exhibits and Reports on Form 8-K

                  a) Not applicable
                  b) Not applicable


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<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 hereunto duly authorized.




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




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


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