SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                   Form 10-Q

Quarterly  Report under  Section 13 or 15(d) of the  Securities  Exchange Act of
1934.

For the Quarter ended September 30, 1998          Commission File No. 0-14277

                        First Commerce Bancshares, Inc.


              Nebraska                            47-0683029
(State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)           Identification No.)


       1248 O Street, Lincoln, Nebraska              68508-1424
(Address of Principal Executive Offices)             (Zip Code)


Registrant's Telephone Number, including Area Code             (402) 434-4110
                                                   -----------------------------



                                                     None
Former name,  former  address,  and former  fiscal year,  if changes  since last
report.



"Indicate  by check  mark  whether  the  Registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934 during the preceding  twelve 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



Common stock, $.20 par value;  outstanding at September 30, 1998 
     Class A Common 2,591,336 shares. 
     Class B Common 10,938,951 shares.


<PAGE>


FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>

                                                                         (Unaudited)
                                                                   September 30, 1998        December 31, 1997

<S>                                                                    <C>                       <C>        
Cash and due from banks                                                $   117,841               $   156,664
Federal funds sold                                                          23,195                    36,495
                                                                       -----------               -----------
  Cash and cash equivalents                                                141,036                   193,159
Mortgages held for sale                                                     49,861                    31,360
Securities available for sale (cost of
  $375,218,000 and $303,172,000)                                           391,100                   336,857
Securities held to maturity (fair value of
  $376,552,000 and $367,489,000)                                           369,954                   362,768
Loans                                                                    1,239,582                 1,236,443
Less allowance for loan losses                                              23,193                    22,458
                                                                       -----------               -----------
  Net loans                                                              1,216,389                 1,213,985
Premises and equipment                                                      59,071                    54,468
Other assets                                                                71,541                    58,503
                                                                       -----------               -----------
                                                                       $ 2,298,952               $ 2,251,100
                                                                       ===========               ===========

Deposits:
  Noninterest bearing                                                  $   328,095               $   353,109
  Interest bearing                                                       1,345,295                 1,296,385
                                                                       -----------               -----------
                                                                         1,673,390                 1,649,494

Securities sold under agreement to repurchase and
  other short-term borrowings                                              192,289                   198,395
Federal Home Loan Bank borrowings                                          147,263                   120,450
Accrued expenses and other liabilities                                      31,005                    34,011
Long-term debt                                                              13,669                    16,170
                                                                       -----------               -----------
  Total liabilities                                                      2,057,616                 2,018,520

Stockholders' equity:
  Common stock:
    Class A voting, $.20 par value; authorized
    10,000,000 shares; issued and outstanding
    2,591,336 shares;                                                          518                       518
    Class B non-voting, $.20 par value; authorized
    40,000,000 shares; issued and outstanding
    10,938,951 shares                                                        2,188                     2,188
Paid in capital                                                             21,601                    21,601
Retained earnings                                                          206,252                   186,377
Net unrealized gains on securities available for
    sale (net of tax)                                                       10,777                    21,896
                                                                       -----------               -----------
Total stockholders' equity                                                 241,336                   232,580
                                                                       -----------               -----------
                                                                       $ 2,298,952               $ 2,251,100
                                                                       ===========               ===========


</TABLE>



See notes to consolidated condensed financial statements.


<PAGE>


FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
Consolidated Condensed Statements of Income
(Unaudited)
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>

                                                                 Three Months Ended             Nine Months Ended
                                                                     September 30,                 September 30,
                                                                  1998             1997           1998         1997
                                                           -----------      -----------     -----------  ---------
Interest income:
 
<S>                                                            <C>              <C>              <C>          <C>    
  Loans                                                        $27,487          $ 26,001         $82,786      $75,935
  Investment securities:
    Taxable                                                      10,557           10,187          30,832       30,180
    Non-taxable                                                     380              326           1,096        1,042
    Dividends                                                       532              197           1,588          530
  Mortgages held for sale                                           803              474           2,461        1,073
  Short-term investments                                            492              794           1,477        2,003
                                                               --------          -------        --------     --------
    Total interest income                                        40,251           37,979         120,240      110,763
Interest expense:
  Deposits                                                       16,142           15,159          47,319       44,668
  Short-term borrowings                                           2,278            2,644           6,752        6,584
  Federal Home Loan Bank borrowings                               1,546              698           4,460        1,940  
  Long-term debt                                                    341              352           1,003        1,117    
                                                               --------          -------        --------      -------
  Total interest expense                                         20,307           18,853          59,534       54,309
                                                               --------          -------        --------      -------
Net interest income                                              19,944           19,126          60,706       56,454
Provision for loan losses                                         1,531            1,840           4,511        6,064
                                                               --------          -------        --------     --------
Net interest income after provision for loan losses              18,413           17,286          56,195      50,390
Noninterest income:
  Service charges and fees to customers                          13,169           10,459          37,477      29,399
  Trust services                                                  1,438            1,416           4,816        5,081
  Gains on securities sales                                       1,915              389           4,211        5,002
  Other income                                                      699              660           1,720        1,294
                                                               --------          -------        --------     --------
  Total noninterest income                                       17,221           12,924          48,224       40,776
                                                               --------          -------        --------     --------
Noninterest expense:
  Salaries and employee benefits                                 10,962            9,689          32,397       29,086
  Occupancy and equipment                                         2,695            2,672           7,543        7,170
  Fees and insurance                                              3,859            2,876          10,905        8,133
  Other expenses                                                  6,322            4,986          17,408       14,381
                                                               --------          -------        --------     --------
    Total noninterest expense                                    23,838           20,223          68,253       58,770
                                                               --------          -------        --------     --------

Income before income taxes                                       11,796            9,987          36,166       32,396
Income tax provision                                              4,195            3,608          12,840       11,554
                                                               --------          -------        --------     --------
    Net income                                                 $  7,601          $ 6,379        $23,326       $20,842
                                                               ========          =======        =======       =======

Weighted average shares outstanding                              13,530           13,539          13,530       13,544
                                                               ========          =======        ========     ========

Basic net income per share                                     $    .56          $   .47        $   1.72     $   1.54
                                                                =======           ======         =======      =======

</TABLE>






See notes to consolidated condensed financial statements.


<PAGE>


FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)  (In Thousands)
<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                               September 30,
                                                                           ----------------------
                                                                            1998           1997
                                                                          --------         ------

<S>                                                                   <C>             <C>        
Net cash flows from operating activities                              $     (349)     $     5,097

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                 75,654           40,005
  Purchase of held to maturity securities                                (82,840)        (102,373)
  Proceeds from maturities of available for sale securities               40,588           49,982
  Proceeds from sales of available for sale securities                    19,194           79,317
  Purchase of available for sale securities                             (127,140)         (42,968)
  Net increase in loans                                                   (6,915)         (56,303)
  Capital expenditures                                                    (8,829)          (6,472)
  Proceeds from derivative financial instrument                              697                -
  Other                                                                      (35)             (12)
                                                                         -------          --------
Net cash flows from investing activities                                 (89,626)         (38,824)
                                                                         -------          --------
Cash flows from financing activities:
  Increase in deposits                                                    23,896           31,089
  (Decrease)/Increase in securities sold under agreement
     to repurchase and other short-term borrowings                        (6,106)          42,580
  Net increase/(decrease) in Federal Home Loan Bank borrowings            26,813           (1,044)
  Cash dividends paid                                                     (3,450)          (3,050)
  Repayment of long term debt                                             (2,501)          (2,535)
  Purchase of common stock                                                     -             (360)
  Other                                                                     (800)             (57)
                                                                          ------           -------
Net cash flows from financing activities                                  37,852           66,623
                                                                          ------           -------
Net (decrease)/increase in cash and cash equivalents                     (52,123)          32,896

Cash and cash equivalents at January 1                                   193,159          159,837
                                                                         -------          -------
Cash and cash equivalents at September 30                             $  141,036      $   192,733
                                                                         =======         ========


</TABLE>













See notes to consolidated condensed financial statements.


<PAGE>


FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements

A.  GENERAL

The accompanying unaudited consolidated condensed financial statements and notes
thereto  contain  all   adjustments,   consisting   only  of  normal   recurring
adjustments,  necessary to present fairly the financial  position of the Company
and its  subsidiaries  as of  September  30,  1998,  and the  results  of  their
operations.  The consolidated  condensed financial  statements should be read in
conjunction  with the annual  consolidated  financial  statements  and the notes
thereto included in the Company's 1997 annual report and Form 10-K. Certain 1997
amounts have been reclassified to conform to 1998  classifications.  The results
of operations for the unaudited  nine-month period ended September 30, 1998, are
not  necessarily  indicative of the results which may be expected for the entire
calendar year 1998.

B.  ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for the loan losses are summarized as follows:

<TABLE>
<CAPTION>
                                                                           1998             1997
                                                                          ------           -----
                                                                       (Amounts in Thousands)

<S>                                                                    <C>               <C>    
Balance, January 1                                                     $22,458           $20,157
  Provision for loan losses                                              4,511             6,064
  Charge-offs                                                           (5,890)           (6,059)
  Recoveries                                                             2,114             2,154
                                                                       -------          --------
Balance, September 30                                                  $23,193           $22,316
                                                                       =======           =======
</TABLE>

C.  INVESTMENT SECURITIES

During the first nine months of 1998 and 1997, the Company  realized  $4,211,000
and $5,002,000, respectively, in profits on the sale of securities available for
sale.  During the first nine  months of 1998 and 1997,  the Company did not sell
any held to maturity securities.

D.    COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS130),  "Reporting  Comprehensive  Income." This statement
establishes  standards for reporting and display of comprehensive income and its
components  in  a  full  set  of  financial  statements.  The  Company's  "other
comprehensive  income" is comprised of  unrealized  gains and losses on debt and
equity securities classified as available for sale. "Other comprehensive income"
for the first nine  months of 1998 and 1997 was a negative  $11,119,000,  net of
tax;  and a  positive  $12,894,000,  net of tax,  respectively.  Thereby,  total
"comprehensive  income"  for the first nine  months of 1998 was  $12,207,000  as
compared  to book net income of  $23,326,000.  For the first nine months of 1997
total  "comprehensive  income" was $33,736,000 as compared to book net income of
$20,842,000.

The 1998 decrease in unrealized  gains and losses on debt and equity  securities
classified as available for sale since December 31, 1997, was due principally to
the decline in the market value of  Transcrypt  International,  Inc., a Lincoln,
Nebraska  based  company  that first sold shares in the public  stock  market in
1997. At December 31, 1997, the Company's original  investment of $429,000 had a
market value of $17 million; at September 30, 1998, the stock had a market value
of $1.8  million.  The  decline  in the  market  value of  Transcrypt  and a net
decrease in the market  value of other  available  for sale  securities  totaled
$17,803,000. During the first quarter of 1998, the Company settled a "collar" on
200,000 shares of Transcrypt and realized $697,000. Under the deferral method of
accounting,  the gain,  net of tax, was deferred and will be  recognized  in the
same period as the gains or losses on the item being hedged.



<PAGE>


                                   FINANCIAL REVIEW
                      Nine Months Ended September 30, 1998 and 1997

Results of Operations
Net income for the nine months ended  September  30, 1998,  was  $23,326,000  or
$1.72  per  share as  compared  to  $20,842,000  or $1.54 per share for the same
period one year ago. Net income for the three months ended  September  30, 1998,
was $7,601,000 or $.56 per share as compared to $6,379,000 or $.47 per share for
the same  period one year ago.  Net  income  for the first  nine  months of 1998
includes  $4,211,000 in pre-tax gains  primarily from the sale of investments in
the Company's  Global Fund,  as compared to pre-tax gains of $5,002,000  for the
same  period  one year ago.  If the  securities  gains  were  excluded  for both
periods,  net income would have been $20,589,000 and $17,590,000,  respectively.
On a per share  basis,  earnings  would  have been $1.52 per share and $1.30 per
share respectively.

Net Interest Income
Net interest income (interest income less interest  expense) was $19,944,000 for
the third  quarter of 1998,  compared to  $19,126,000  for the third  quarter of
1997,  $20,637,000 for the second quarter of 1998, and $20,125,000 for the first
quarter of 1998. The primary reason for the increase in net interest  income was
an increase in earning assets.  Earning assets at September 30, 1998,  September
30, 1997, and December 31, 1997 were $2,074 million,  $1,896 million, and $2,004
million,  respectively.  The net yield on earning  assets (net  interest  income
divided by earning  assets)  decreased  slightly  to  approximately  4.07% as of
September  30,  1998 from 4.16% as of  September  30,  1997.  Loans were  $1,240
million at the end of September  1998, as compared to $1,174 million at the same
time a year ago, a 5.6% increase. Investments were $761 million at September 30,
1998, compared to $652 million at September 30, 1997, a 16.7% increase.

Provision for Loan Losses
The provision  for loan losses was  $4,511,000  for the first three  quarters of
1998, as compared to $6,064,000 as of September 30, 1997, a 25.6% decrease.  For
the first  nine  months of 1998 net  charge-offs  were  $3,776,000  compared  to
$3,905,000  for the  same  period a year  ago.  Credit  card  charge  offs  have
stabilized  in the past year.  Net credit card charge offs  totaled $3.4 million
for the first nine months of 1998 and $3.7  million for the first nine months of
1997. As a percentage of loans outstanding, the loan loss reserve was 1.9% as of
September 30, 1998 and 1997. Overall,  management believes the credit quality of
the loan portfolio remains sound,  although  management will continue to monitor
credit card quality, agricultural loans and other loan trends.

The following table presents the amount of non-performing loans:
<TABLE>
<CAPTION>

                                                          September 30, 1998      December 31, 1997
                                                      ------------------      -----------------

<S>                                                          <C>                           <C>    
     Loans accounted for on a non
       accrual basis                                         $1,351,000                    $1,581,000

     Accruing loans which are contractually
       past due 90 days or more as to
       principal or interest payment                          1,704,000                     1,106,000

     Loans not included above which
     are "troubled debt restructurings"                       1,478,000                     1,530,000
</TABLE>

The accruing  loans that are  contractually  past due 90 days or more are in the
process of resolution.  Non accrual loans and troubled debt  restructurings have
decreased  since  December  31,  1997,  due  primarily  to  the  pay  off of two
agricultural  loans.  Virtually all of the Company's loans are to Nebraska-based
organizations,  although the loan portfolio is well diversified by industry. The
Nebraska  economy  is  dependent  upon the  general  state  of the  agricultural
economy.  The Company has $197  million in  agricultural  loans.  The Company is
concerned about low agricultural  commodity prices. Fat cattle feeders have lost
money for several months. Although overall yields were good for grain producers,
grain  prices are at  three-year  lows.  Current  weather  conditions  and world
economic  conditions  are such  that  improvement  in the  general  agricultural
economy may not be likely over the near term.  Although the Company's  borrowers
are in relatively good financial condition,  the uncertain  environment they are
working under may have a negative effect on  agricultural  producers in general,
and may have an impact on the banking sector.  Recently,  Congress  appropriated
additional  dollars  for  "market  loss  adjustments"  which will  provide  some
monetary support to grain producers.

Noninterest Income
Noninterest  income  for the first  nine  months  was  $48,224,000  compared  to
$40,776,000 for the first nine months of 1997, an 18.3% increase.  If securities
gains were excluded,  noninterest income would have been $44,013,000 compared to
$35,774,000,  a 23.0% increase.  Computer fees increased $1,611,000 or 25.3% due
to an  increase  in  conversion  and annual  processing  fees.  Credit card fees
increased  $1,813,000  primarily due to an increase in interchange  and merchant
income.  Mortgage  banking income  increased 58.0% over the same period one year
ago  because  of the large  volume of  mortgage  refinancings  in the first nine
months of 1998. In September 1997, the Company  converted its common trust funds
to mutual  funds,  the "Great  Plains  Family of Funds."  Fees earned from these
mutual funds are included in other service charges and fees,  which accounts for
the 45.5%  increase in this income  category.  This also  accounts  for the 5.2%
decrease  in  trust  services  income.  Gains  on the  sale of  securities  were
$4,211,000  in the first nine months of 1998 as compared  to  $5,002,000  in the
first nine months of 1997, a $791,000  decrease.  These gains were primarily the
result of selling  certain  positions held in the Company's  Global Fund.  Other
income  increased  32.9% from the same  period a year ago,  primarily  due to an
increase in the gain on sale of mortgages  held for sale. (As a normal course of
business,  First Commerce  Mortgage Company holds mortgages from the time funded
until the time delivered.)

The following table shows the breakdown of noninterest income and the percentage
change:
<TABLE>
<CAPTION>
                                                             (In Thousands)     Percent
                                                                   September 30,        Increase/
                                                             1998        1997          (Decrease)
                                                          -------     -------          ----------
<S>                                                     <C>          <C>                   <C>  
         Computer services                              $  7,969     $  6,358              25.3%
         Credit card                                      11,411        9,598              18.9
         Mortgage banking                                  6,213        3,933              58.0
         Service charges on deposits                       4,041        4,120              (1.9)
         Other service charges and fees                    7,843        5,390              45.5
         Trust services                                    4,816        5,081              (5.2)
         Gains on securities sales                         4,211        5,002             (15.8)
         Other income                                      1,720        1,294              32.9
                                                       ---------      -------
         Total noninterest income                        $48,224      $40,776              18.3
                                                         =======      =======
</TABLE>

Noninterest Expense
Noninterest  expenses  were  $68,253,000  for the first  nine  months of 1998 as
compared to $58,770,000 for the same period one year ago. This is an increase of
$9.5 million or 16.1% from a year ago. Salaries and employee benefits  increased
$3,311,000  or 11.4%  generally due to increases in the levels of pay and number
of employees.  Equipment  expenses increased $444,000 or 11.4% due to additional
equipment  purchases,  primarily computer related.  Fees and insurance increased
$347,000 or 12.7% from the same period one year ago  primarily  due to increased
credit report and filing fees. Credit card processing fees increased  $2,425,000
due to increased  activity  and an increase in Cabela's  bucks  expense,  points
earned from using the Cabela's credit card (joint venture with Cabela's),  which
can be redeemed for  merchandise  at  Cabela's.  Business  development  expenses
increased 16.6% due primarily to increased  marketing for new  solicitations  at
Cabela's.  Other expenses increased 27.0% due primarily to additional consulting
fees and  additional  software  amortization  expense.  A decrease  in  minority
interest  expense is related to the decrease in profits in the  Cabela's  credit
card  joint  venture.   Amortization  of  mortgage  servicing  rights  increased
$1,728,000  or 118.9% due to an increase in the volume of mortgages  serviced by
First Commerce  Mortgage  combined with a significant  increase in  refinancings
during the first nine months of 1998,  which  results in the early  write-off of
capitalized mortgage servicing rights on loans being refinanced.



<PAGE>


The  following  table  shows  the  breakdown  of  noninterest  expense  and  the
percentage change:
<TABLE>
<CAPTION>
                                                             (In Thousands)     Percent
                                                                September 30,           Increase/
                                                           1998           1997          (Decrease)
                                                        --------       ---------        ----------
<S>                                                      <C>             <C>                 <C>  
         Salaries and employee benefits                  $32,397         $29,086             11.4%
         Net occupancy expense                             3,195           3,266             (2.2)
         Equipment expense                                 4,348           3,904              11.4
         Fees and insurance                                3,084           2,737              12.7
         Credit card fees                                  7,821           5,396             44.9
         Communications                                    3,327           3,245              2.5
         Supplies                                          2,001           1,861              7.5
         Business development                              2,966           2,543             16.6
         Other expenses                                    4,775           3,761             27.0
         Minority interest                                   775           1,135            (31.7)
         Goodwill amortization                               383             383             --
         Amortization of mortgage servicing rights         3,181           1,453            118.9
                                                        --------        --------
                  Total noninterest expense              $68,253         $58,770             16.1
                                                         =======         =======
</TABLE>

The Company's  efficiency  ratio -- noninterest  expense  (excluding net cost of
other real estate,  minority interest and goodwill  amortization) divided by the
sum  of  net  interest  income  and  noninterest  income  (excluding  securities
gains/losses)   --  was  64.0%  and  62.2%  at  September  30,  1998  and  1997,
respectively.

Financial Condition at September 30, 1998
Total  assets at  September  30,  1998,  were $2,299  million,  compared to 
$2,137  million at  September  30, 1997, a 7.6% increase. Total assets at 
December 31, 1997, were $2,251 million.

Since  September 30, 1997,  loans have increased from $1,174 million to $1,240
million,  a 5.6% increase.  Managed loans at September 30, 1998 were $1,327 
million.
<TABLE>
<CAPTION>

Loans are summarized as follows:                    September 30, 1998           September 30, 1997
                                                     -----------------           ------------------
                                                                  (In thousands)
<S>                                                     <C>                          <C>       
         Real estate mortgage                           $  398,635                   $  361,215
         Consumer                                          268,891                      287,703
         Commercial and financial                          257,877                      260,091
         Agricultural                                      170,449                      139,412
         Credit card                                        98,355                       87,775
         Real estate construction                           45,375                       37,441
                                                           -------                      -------
                                                        $1,239,582                   $1,173,637
                                                        ==========                   ==========
</TABLE>

The  increase  in real  estate  loans is  primarily  in  commercial  real estate
projects  in the Lincoln and Omaha  markets,  both of which  continue to exhibit
good economic  growth.  Agricultural  loan increases are primarily in the cattle
feeding sector,  reflecting higher cattle inventories.  The credit card increase
has resulted  primarily from the  acquisition of a credit union  portfolio.  The
decrease in the consumer portfolio is due primarily to increased  competition in
this market, as well as significant  refinancings via home equity loans and home
loan refinancings.

Deposits  have  increased  from $1,606  million at September  30, 1997 to $1,673
million at September  30, 1998, a 4.2%  increase.  The loan to deposit ratio was
74.1% as of  September  30,  1998,  compared  to 73.1% at  September  30,  1997.
Repurchase  agreements and other short-term  borrowings  totaled $192 million at
September  30, 1998,  compared to $184 million at September  30, 1997,  and $198
million at December 31, 1997.  Federal  Home Loan Bank  borrowings  totaled $147
million at September  30, 1998,  compared to $72 million at September  30, 1997,
and $120 million at December  31, 1997.  Long-term  debt  consisting  of Company
capital notes  decreased $2.5 million since  September 30, 1997 and December 31,
1997  because  of the  annual  principal  payment.  In  addition  to  repurchase
agreements  and Federal  Home Loan Bank  borrowings,  the  Company has  utilized
commercial  paper  and  the   securitization   of  credit  card  receivables  as
supplemental  funding  sources.  The Company has  increased the  utilization  of
non-traditional  (non-deposit) funding sources because of cost,  liquidity,  and
interest rate risk management factors.  Stockholders' equity to assets was 10.0%
as of  September  30,  1998.  The net  unrealized  gains on  available  for sale
securities decreased $11,119,000 since December 31, 1997.

The 1998 decrease in unrealized  gains and losses on debt and equity  securities
classified as available for sale since December 31, 1997, was due principally to
the decline in the market value of  Transcrypt  International,  Inc., a Lincoln,
Nebraska  based  company  that first sold shares in the public  stock  market in
1997. At December 31, 1997, the Company's original  investment of $429,000 had a
market value of $17 million; at September 30, 1998, the stock had a market value
of $1.8  million.  The  decline  in the  market  value of  Transcrypt  and a net
decrease in the market  value of other  available  for sale  securities  totaled
$17,803,000. During the first quarter of 1998, the Company settled a "collar" on
200,000 shares of Transcrypt and realized $697,000. Under the deferral method of
accounting,  the gain,  net of tax, was deferred and will be  recognized  in the
same period as the gains or losses on the item being hedged.

On June 29, 1998,  the Company  opened a new  national-chartered  bank,  Western
Nebraska National Bank,  Valentine,  Nebraska.  The new Valentine bank purchased
the assets and assumed the liabilities of the existing Loan  Production  Offices
in Valentine,  Nebraska, and Mullen,  Nebraska,  from the Company's North Platte
Bank, Western Nebraska National Bank, North Platte,  Nebraska. The new Valentine
bank  opened  with  assets  of  approximately  $14  million.  At  the  end of an
eighteen-month  statutory  holding  period,  the  Company  intends  to merge the
Valentine bank into the North Platte bank, subject to regulatory approval.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require  the Company to  maintain  minimum  amounts and ratios (set forth in the
table below) of Tier I capital (as defined in the  regulations) to total average
assets (as defined), and minimum ratios of Tier I and total capital (as defined)
to  risk-weighted  assets (as  defined).  The Company's and the National Bank of
Commerce's  (the  Company's most  significant  bank  subsidiary)  actual capital
amounts and ratios are presented in the following table:
<TABLE>
<CAPTION>

                                                                                               To Be Well
                                                                                            Capitalized Under
                                                                       For Capital          Prompt Corrective
                                                     Actual         Adequacy Purposes       Action Provisions
                                                 -------------     ------------------     ----------------
                                                Amount     Ratio     Amount     Ratio       Amount        Ratio
                                               --------------  ------------------     ----------------
As of September 30, 1998:
  Total Capital (to Risk Weighted Assets):
<S>                                            <C>         <C>      <C>          <C>        <C>         <C>       
     Consolidated                              $245,885    16.8%    $116,789     8.0%           N/A      N/A
     National Bank of Commerce                  115,392    12.5       73,638     8.0        $92,048     10.0%
  Tier I Capital (to Risk Weighted Assets):
     Consolidated                               225,511    15.5       58,394     4.0            N/A      N/A
     National Bank of Commerce                  103,886    11.3       36,819     4.0         55,229      6.0
  Tier I Capital  (to Quarterly Average Assets):
     Consolidated                               225,511    10.2       88,548     4.0            N/A      N/A
     National Bank of Commerce                  103,886     8.3       50,270     4.0         62,837      5.0

As of December 31, 1997:
  Total Capital (to Risk Weighted Assets):
     Consolidated                              $226,623    14.9%    $121,724     8.0%           N/A      N/A
     National Bank of Commerce                  108,772    12.1       71,956     8.0        $89,945     10.0%
  Tier I Capital (to Risk Weighted Assets):
     Consolidated                               205,459    13.5       60,862     4.0            N/A      N/A
     National Bank of Commerce                   97,499    10.8       35,978     4.0         53,967      6.0
  Tier I Capital  (to Quarterly Average Assets):
     Consolidated                               205,459     9.7       84,362     4.0            N/A      N/A
     National Bank of Commerce                   97,499     8.1       48,046     4.0         60,058      5.0

</TABLE>



<PAGE>


Year 2000

The  Company's  assessment  of internal  Year 2000  issues is  complete  and the
Company is in the process of upgrading  any  computer  hardware,  software,  and
other  systems  that are not Year 2000 ready and  intends  to have the  upgrades
completed by the end of 1998. The Company plans to have all systems modified, if
necessary, and tested well in advance of 2000. The Company will continue testing
its systems throughout 1999 to insure they will function properly.  In addition,
connectivity testing will be performed between the Company and outsource service
providers during 1999.

If critical  outsource  service providers are unable to resolve Year 2000 issues
in time, the conversion is delayed  significantly,  or major problems arise as a
result of the conversion,  the Company would likely experience  significant data
processing  delays,  mistakes or failures.  These  delays,  mistakes or failures
could have significant  adverse impact on the financial condition and results of
the operations of the Company. Contingency plans are already in place or will be
established  for  any  critical  outsource  service  providers  failing  to meet
internal  testing  criteria.  The Company is addressing the Year 2000 issue with
its major bank customers to insure they will be Year 2000 ready.

The Company  estimates  the total costs,  including  costs  incurred to date, of
addressing Year 2000 issues will be approximately $2 million.  Scheduled systems
upgrades and enhancements  which would have taken place anyway, are not included
as a Year 2000 expense, even though some might include a Year 2000 solution.

                                                Forward Looking Information

When used or  incorporated  by  reference  in  disclosure  documents,  the words
"anticipate,"  "estimate,"  "expect,"  "project,"  "target," "goal," and similar
expressions  are  intended to  identify  forward-looking  statements  within the
meaning of  Section  27A of the  Securities  Act of 1933.  Such  forward-looking
statements are subject to certain risks,  uncertainties and assumptions.  Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated,  estimated, expected or projected. These forward-looking statements
speak only as of the date of the document.  The Company expressly  disclaims any
obligation or  undertaking  to publicly  release any updates or revisions to any
forward-looking  statement  contained  herein  to  reflect  any  change  in  the
Company's expectation with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.


Part II - Other Information

Item 6.       Exhibits and Reports on Form 8-K

              (a) None.

              (b) None.


<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 BANCSHARES, INC.



Date:  November 13, 1998                By:  James Stuart Jr.
     --------------------------              ----------------
                                             James Stuart, Jr., Chairman and CEO



Date:  November 13, 1998               By:  Donald Kinley
     --------------------------             -------------
                                            Donald Kinley, Vice President and
                                            Treasurer (Chief Accounting Officer)