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 March 31, 2000                 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 March 31, 2000
      Class A Common  2,568,892 shares.
      Class B Common 10,769,926 shares.


<PAGE>


FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES

Consolidated Condensed Balance Sheets
(Columnar Amounts In Thousands)
<TABLE>
<CAPTION>

                                                                     (Unaudited)
                                                                   March 31, 2000            December 31, 1999
                                                                   --------------            -----------------
                                                                      ASSETS
<S>                                                                    <C>                       <C>
Cash and due from banks                                                $   128,110               $   151,619
Federal funds sold                                                          20,445                    36,075
                                                                       -----------               -----------
  Cash and cash equivalents                                                148,555                   187,694
Securities available for sale (cost of
  $648,715,000 and $587,090,000)                                           647,609                   588,944
Securities held to maturity (fair value of
  $214,206,000 and $221,270,000)                                           217,502                   226,748
Mortgage loans held for sale                                                23,876                    25,734
Loans                                                                    1,435,082                 1,441,013
Less allowance for loan losses                                              25,004                    24,952
                                                                       -----------               -----------
  Net loans                                                              1,410,078                 1,416,061
Federal Home Loan Bank stock, at cost                                       13,136                    12,603
Premises and equipment                                                      74,939                    72,957
Other assets                                                                84,648                    78,849
                                                                       -----------               -----------
                                                                       $ 2,620,343               $ 2,609,590
                                                                       ===========               ===========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Noninterest bearing                                                  $   350,779               $   350,743
  Interest bearing                                                       1,449,336                 1,462,113
                                                                       -----------               -----------
                                                                         1,800,115                 1,812,856

Short-term borrowings                                                      258,063                   260,650
Federal Home Loan Bank borrowings                                          244,188                   229,016
Accrued expenses and other liabilities                                      40,392                    36,869
Long-term debt                                                              12,054                    12,536
                                                                       -----------               -----------
  Total liabilities                                                      2,354,812                 2,351,927

Stockholders' equity:
  Common stock:
    Class A voting, $.20 par value; authorized
    10,000,000 shares; issued and outstanding
    2,568,892 shares                                                           514                       514
    Class B non-voting, $.20 par value; authorized
    40,000,000 shares; issued and outstanding
    10,769,926 shares                                                        2,154                     2,154
Paid in capital                                                             21,379                    21,379
Retained earnings                                                          242,203                   232,411
Accumulated other comprehensive (loss)income                                  (719)                    1,205
                                                                       -----------               -----------
  Total stockholders' equity                                               265,531                   257,663
                                                                       -----------               -----------
                                                                       $ 2,620,343               $ 2,609,590
                                                                       ===========               ===========

</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
                                                                                                      March 31,
                                                                                             -------------------------
                                                                                                  2000          1999
                                                                                             -----------   -----------
Interest income:
<S>                                                                                             <C>           <C>
  Loans                                                                                         $31,424       $26,888
  Securities:
    Taxable                                                                                       12,338       11,191
    Nontaxable                                                                                       575          465
    Dividends                                                                                        666          529
  Mortgage loans held for sale                                                                       501        1,054
  Federal funds sold                                                                                 373          609
                                                                                                --------     --------
    Total interest income                                                                         45,877       40,736
Interest expense:
  Deposits                                                                                        16,134       14,866
  Short-term borrowings                                                                            3,466        2,421
  Federal Home Loan Bank borrowings                                                                3,239        1,963
  Long-term debt                                                                                     200          290
                                                                                                --------     --------
    Total interest expense                                                                        23,039       19,540
                                                                                                --------     --------
Net interest income                                                                               22,838       21,196
Provision for loan losses                                                                          1,516        1,595
                                                                                                --------     --------
Net interest income after provision for loan losses                                               21,322      19,601
Noninterest income:
  Service charges and fees                                                                         9,047        9,624
  Credit card                                                                                      7,130        4,960
  Trust services                                                                                   1,430        1,571
  Gains on securities sales                                                                        8,064        1,747
  Other income                                                                                       314          673
                                                                                                --------     --------
    Total noninterest income                                                                      25,985       18,575
                                                                                                --------     --------
Noninterest expense:
  Salaries and employee benefits                                                                  12,655       11,553
  Occupancy and equipment                                                                          3,236        3,025
  Credit card                                                                                      5,434        3,723
  Other expenses                                                                                   9,194        6,927
                                                                                                --------     --------
    Total noninterest expense                                                                     30,519       25,228
                                                                                                --------     --------

Income before income taxes                                                                        16,788       12,948
Income tax provision                                                                               5,662        4,460
                                                                                                --------     --------
    Net income                                                                                  $ 11,126     $  8,488
                                                                                                ========     ========

Weighted average shares outstanding                                                               13,339       13,507
                                                                                                ========     ========

Basic and diluted net income per share                                                          $    .83     $    .63
                                                                                                ========     ========

</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>

                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                      ----------------------
                                                                                      2000             1999
                                                                                      ----             ----
<S>                                                                               <C>              <C>
Net cash flows from operating activities                                          $  7,807         $  12,392

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                            9,328            24,579
  Purchase of held to maturity securities                                              (82)           (7,091)
  Proceeds from maturities of available for sale securities                         17,916            20,223
  Proceeds from sales of available for sale securities                              10,934            19,466
  Purchase of available for sale securities                                        (82,411)         (140,924)
  Net increase in loans                                                              4,467            35,010
  Capital expenditures                                                              (3,742)           (3,473)
  Purchase of mortgage servicing rights                                               (840)           (2,332)
  Purchase of Federal Home Loan Bank stock                                            (533)             (147)
                                                                                   -------           --------
Net cash flows from investing activities                                           (44,963)          (54,689)

Cash flows from financing activities:
  Increase/(decrease) in deposits                                                  (12,741)            9,840
  Increase/(decrease) in short-term borrowings                                      (2,587)           41,936
  Net increase in Federal Home Loan Bank borrowings                                 15,172            14,875
  Cash dividends paid                                                               (1,334)           (1,216)
  Repurchase of common stock                                                             -              (663)
  Repayment of long-term debt                                                         (482)                -
  Other                                                                                (11)             (769)
                                                                                   -------           --------
Net cash flows from financing activities                                            (1,983)           64,003
                                                                                   -------           --------
Net increase/(decrease) in cash and cash equivalents                               (39,139)           21,706

Cash and cash equivalents at January 1                                             187,694           167,596
                                                                                   -------          --------
Cash and cash equivalents at March 31                                             $148,555          $189,302
                                                                                  ========          ========


</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 March 31, 2000, 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  1999 annual  report and Form 10-K.  Certain 1999 amounts have
been reclassified to conform to 2000 classifications.  The results of operations
for the unaudited  three-month  period ended March 31, 2000, are not necessarily
indicative  of the results  which may be expected for the entire  calendar  year
2000.

B. ALLOWANCE FOR LOAN LOSSES

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

                                                 2000         1999
                                                ------       ------
                                              (Amounts in Thousands)

         Balance, January 1                    $24,952      $24,292
           Provision for loan losses             1,516        1,595
           Charge-offs                          (2,497)      (2,087)
           Recoveries                            1,033          703
                                               -------      -------
         Balance, March 31                     $25,004      $24,503
                                               =======      =======

C. COMPREHENSIVE INCOME

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 three months of 2000 and 1999 was a negative
$1,924,000,  net of tax; and a negative  $6,555,000,  net of tax,  respectively.
Thereby,  total  "comprehensive  income" for the first three  months of 2000 was
$9,202,000  as compared to book net income of  $11,126,000.  For the first three
months of 1999 total  "comprehensive  income" was $1,933,000 as compared to book
net income of $8,488,000.

D. SUBSEQUENT EVENTS

On February 1, 2000 the Company  entered into a Definitive  Agreement with Wells
Fargo & Company (Wells Fargo) for the acquisition of all the outstanding Class A
and Class B common stock of the Company.  The  purchase  price is  approximately
$480 million or $35.95 per Class A and Class B common  share,  payable in shares
of Wells Fargo common stock.  The acquisition is subject to regulatory  approval
and the approval of Company stockholders.  Management expects the acquisition to
be completed late in the second quarter.

On May 4, 2000,  the Company  announced an agreement had been signed to transfer
approximately  $104 million in deposits and one National Bank of Commerce branch
in Lincoln to Pinnacle Bank. On May 8, 2000, the Company  announced an agreement
to  transfer  City  National  Bank and Trust  Company in  Hastings,  Nebraska to
Heritage Group,  Inc., a bank holding company with six existing  banking offices
in central  Nebraska.  The transfers are required in order to comply with the U.
S.  Department of Justice and the Federal  Reserve Board  anti-trust  guidelines
applicable  to the  merger  between  Wells  Fargo & Company  and First  Commerce
Bancshares,  Inc.  which is  expected to close late in the second  quarter.  The
transfers  will be  completed  shortly  after the  closing of the Wells  Fargo &
Company and First Commerce  Bancshares,  Inc.  merger and are subject to federal
regulatory approval.


<PAGE>


                 FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES

                                FINANCIAL REVIEW

                   Three Months Ended March 31, 2000 and 1999

On February 1, 2000 the Company  entered into a Definitive  Agreement with Wells
Fargo & Company (Wells Fargo) for the acquisition of all the outstanding Class A
and Class B common stock of the Company.  The  purchase  price is  approximately
$480 million or $35.95 per Class A and Class B common  share,  payable in shares
of Wells Fargo common stock.  The acquisition is subject to regulatory  approval
and the approval of Company stockholders.  Management expects the acquisition to
be completed late in the second quarter.

On May 4, 2000,  the Company  announced an agreement had been signed to transfer
approximately  $104 million in deposits and one National Bank of Commerce branch
in Lincoln to Pinnacle Bank. On May 8, 2000, the Company  announced an agreement
to  transfer  City  National  Bank and Trust  Company in  Hastings,  Nebraska to
Heritage Group,  Inc., a bank holding company with six existing  banking offices
in central  Nebraska.  The transfers are required in order to comply with the U.
S.  Department of Justice and the Federal  Reserve Board  anti-trust  guidelines
applicable  to the  merger  between  Wells  Fargo & Company  and First  Commerce
Bancshares,  Inc.  which is  expected to close late in the second  quarter.  The
transfers  will be  completed  shortly  after the  closing of the Wells  Fargo &
Company and First Commerce  Bancshares,  Inc.  merger and are subject to federal
regulatory approval.

Results of Operations

Net income for the three months ended March 31, 2000,  was  $11,126,000  or $.83
per share  compared to  $8,488,000  or $.63 per share for the three months ended
March  31,  1999.  Net  income  for the  first  three  months  of 2000  includes
$8,064,000  in gains  primarily  from the sale of  investments  in the Company's
Global  Fund,  as compared to gains of  $1,747,000  for the same period one year
ago.  In  addition,  the  first  three  months  of 2000  includes  approximately
$1,427,000  of costs  associated  with the  acquisition  of the Company by Wells
Fargo,  which  is  scheduled  to be  completed  in the  second  quarter.  If the
securities  gains were  excluded  for both  periods  and the  merger  costs were
excluded from the first quarter of 2000,  net income would have been  $6,812,000
and  $7,352,000,  respectively.  On a per share basis,  earnings would have been
$.51 per share and $.54 per share, respectively.

Net Interest Income

Net  interest  income for the three  months  ended  March 31,  2000 and 1999 was
$22,838,000 and $21,196,000,  respectively.  The increase in net interest income
reflects an increase in total earning assets.  Earning assets March 31, 2000 and
March 31,  1999 were  $2.36  billion  and $2.20  billion,  respectively,  a 7.2%
increase.  The net yield on  earning  assets  (net  interest  income  divided by
earning  assets)  was  approximately  3.9% for both  periods.  Loans were $1.435
billion at March 31,  2000,  compared to $1.248  billion at the same time a year
ago, a 15.0% increase.  Investments were $865 million at March 31, 2000 compared
to $823 million at March 31, 1999, a 5.1% increase.

Provision for Loan Losses

The  provision for loan losses was  $1,516,000  for the three months ended March
31, 2000,  compared to  $1,595,000  for the three months ended March 31, 1999, a
5.0% decrease.  For the three months ended March 31, 2000 net  charge-offs  were
$1,464,000  compared to $1,384,000  for the same period a year ago.  Credit card
charge-offs have decreased.  Net credit card charge-offs  totaled $1,072,000 for
the three-month period ended March 31, 2000, compared to $1,360,000 for the same
period of 1999. Other consumer loan  charge-offs  totaled $224,000 for the first
quarter of 2000, while commercial loan charge-offs totaled $243,000 for the same
time period.


<PAGE>


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

                                                                  March 31, 2000              December 31, 1999
                                                                  --------------              -----------------

         <S>                                                            <C>                       <C>
         Loans accounted for on a non
           accrual basis                                                $1,223,000                $  986,000

         Accruing loans which are contractually
           past due 90 days or more as to
           principal or interest payment                                 1,663,000                 1,124,000

         Loans not included above which
           are "troubled debt restructurings"                            1,087,000                 1,224,000
</TABLE>

The increase in nonaccrual loans can be attributed to one agricultural  loan and
one real  estate  loan,  all of which  are in the  process  of  resolution.  The
increase  in  loans  90  days or  more  past  due is  primarily  due to  several
agricultural   loans  which  are  in  the  process  of   recommitment   for  the
2000-operating  year.  Virtually all of the Company's loans are to Midwest-based
organizations,  although the loan portfolio is well diversified by industry. The
Midwestern  economy  is  partially  dependent  upon  the  general  state  of the
agricultural  economy.  The  Company  has $186  million in  agricultural  loans,
excluding  agricultural  real estate  loans.  The cattle  feeding  and  ranching
sectors of the agricultural  economy have been profitable in 2000. However,  the
Company  continues to be concerned  about low grain  commodity  prices and below
normal  rainfall as farmers  head into the 2000  planting  and  growing  season.
Although low grain prices are  beneficial to cattle  feeders,  when coupled with
government program payments, grain prices continue to be near or below breakeven
levels for the producer.

Noninterest Income

Noninterest  income for the three  months  ended March 31, 2000 was  $25,985,000
compared to  $18,575,000  for the three  months  ended March 31,  1999,  a 39.9%
increase. If securities gains were excluded,  noninterest income would have been
$17,921,000 compared to $16,828,000,  a 6.5% increase. When compared to the same
period one year ago,  credit card fees increased  $2,170,000 or 43.8%  primarily
due to the increase  managed  balances as well as total  activity,  increases in
late,  overlimit  and cash advance fees,  and an increase in merchant  discounts
income.  In  addition,  there has been a  significant  increase in the number of
Cabela's  joint-venture  cards  outstanding  due  to  a  new  marketing  program
implemented in 1999. The 14.5% decrease in other service charges and fees is due
to primarily to a decline in bond sales and a decline in ATM  transaction  fees.
Mortgage  banking  revenue  decreased  7.8%  over the same  period  one year ago
primarily due a decrease in underwriting and origination  fees.  Service charges
on deposits  increased  primarily  to an increase in activity and an increase in
fees. Trust fees decreased by 9.0% due to a decline in employee benefit fees and
a decrease in non-recurring  estate income. Gains on the sale of securities were
$8,064,000 in the three-month period ended March 31, 2000 compared to $1,747,000
in the same  period  one year ago,  a  $6,317,000  increase.  These  gains  were
primarily the result of selling certain  positions held in the Company's  Global
Fund. Other income  decreased  $359,000 due primarily to a decrease in profit on
the sale of mortgage loans held for sale.

The following table shows the breakdown of noninterest income and the percentage
change:
<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,            Percent
                                                            ----------------------------
                                                                      2000         1999             Increase/
                                                                      ----         ----
                                                                 (Amounts in Thousands)            (Decrease)
                                                                                                   ----------

         <S>                                                        <C>          <C>                   <C>
         Credit card                                                $ 7,130      $ 4,960                43.8%
         Computer services                                            3,052        3,134                (2.6)
         Other service charges and fees                               2,756        3,222               (14.5)
         Mortgage banking                                             1,822        1,976                (7.8)
         Service charges on deposits                                  1,417        1,292                 9.7
         Trust services                                               1,430        1,571                (9.0)
         Gains on securities sales                                    8,064        1,747               361.6
         Other income                                                   314          673               (53.3)
                                                                   --------      -------
         Total noninterest income                                   $25,985      $18,575                39.9
                                                                    =======      =======

</TABLE>

<PAGE>


Noninterest Expense

Noninterest expenses were $30,519,000 for the three months ended March 31, 2000,
as compared to $25,228,000 for the same period one year ago. This is an increase
of $5,291,000 or 21.0% from a year ago. Salary and employee  benefits  increased
$1,102,000  or 9.5% from the same  period one year ago.  The  increase is due to
general  increases  in the  levels  of pay and  number  of  employees,  plus the
addition of a bank in Colorado  Springs,  Colorado.  Credit card fees  increased
$1,710,000 or 45.9% due to increased  activity and an increase in Cabela's Bucks
expense,  points  earned  from  using the  Cabela's  credit  card,  which can be
redeemed for merchandise at Cabela's.  The increase in Cabela's Bucks expense is
directly  related to adding  136,000 new credit card  accounts  since  September
1999.  Equipment  expenses  increased  $205,000 or 10.5% due to maintenance  and
additional  depreciation  and amortization  expense on the significant  computer
equipment and software purchases of the last two years. Amortization of mortgage
servicing  rights  decreased  $76,000 or 5.9% due to a decrease  in  refinancing
volume  which  reduces  the amount of write off of  servicing  rights.  Fees and
insurance  increased  $225,000 or 19.9% due primarily to paying  service  charge
fees to  correspondent  banks rather than keeping balances on deposit to pay for
services.  Communications expenses increased by $292,000 or 31.0%, primarily due
to increased postage costs associated with adding 136,000 new Cabela credit card
accounts since September 1999.

The  following  table  shows  the  breakdown  of  noninterest  expense  and  the
percentage change:
<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,            Percent
                                                            ----------------------------
                                                                      2000         1999             Increase/
                                                                      ----         ----
                                                                 (Amounts in Thousands)            (Decrease)
                                                                                                   ----------

         <S>                                                        <C>          <C>                   <C>
         Salaries and employee benefits                             $12,655      $11,553                 9.5%
         Equipment expense                                            2,153        1,948                10.5
         Net occupancy expense                                        1,083        1,077                  .6
         Credit card                                                  5,434        3,724                45.9
         Fees and insurance                                           1,354        1,129                19.9
         Amortization of mortgage servicing rights                    1,213        1,289                (5.9)
         Business development                                         1,358          949                43.1
         Communications                                               1,233          941                31.0
         Supplies                                                       688          619                11.1
         Other expenses                                               1,468        1,557                (5.7)
         Merger related costs                                         1,427            -               100.0
         Minority interest                                              326          315                 3.5
         Goodwill amortization                                          127          127                 --
                                                                   --------      -------
         Total noninterest expense                                  $30,519      $25,228                21.0
                                                                    =======      =======
</TABLE>

The Company's  efficiency  ratio -- noninterest  expense  (excluding net cost of
other  real  estate,  merger  related  costs,  minority  interest  and  goodwill
amortization)  divided by the sum of net interest income and noninterest  income
(excluding securities  gains/losses) -- was 70.3% and 65.2% for the three months
ended March 31, 2000 and 1999, respectively.

Financial Condition at March 31, 2000

Total assets at March 31, 2000, were $2,620 million,  compared to $2,447 million
at March 31, 1999,  a 7.1%  increase.  Total  assets at December 31, 1999,  were
$2,610 million.

Since  March 31,  1999,  loans  have  increased  from  $1,248  million to $1,435
million,  a 15.0% increase.  Managed loans were $1,605 million at March 31, 2000
compared to $1,347 million at March 31, 1999. Managed loans include  securitized
credit  card loans of $170  million  and $99 million at March 31, 2000 and 1999,
respectively.


<PAGE>
<TABLE>
<CAPTION>


Loans are summarized as follows:                                  March 31, 2000              March 31, 1999
                                                                  --------------              --------------
                                                                       (Amounts in Thousands)

         <S>                                                            <C>                       <C>
         Real estate mortgage                                           $  472,792                $  405,866
         Consumer                                                          293,849                   279,791
         Commercial and financial                                          313,298                   245,106
         Agricultural                                                      185,629                   167,267
         Credit card                                                       107,784                    98,314
         Real estate construction                                           61,730                    51,269
                                                                           -------                   -------
                                                                        $1,435,082                $1,247,613
                                                                        ==========                ==========
</TABLE>
The  increase  in real estate and  construction  loans is due  primarily  to the
strong  commercial  real estate  activity in the Omaha and Lincoln  markets,  in
addition  to a  strong  real  estate  demand  in the  Colorado  Springs  market.
Increased indirect  installment loans through vehicle  dealerships have been the
primary source of the consumer loan portfolio  growth.  Agricultural loan growth
largely  reflects  higher  cattle  inventories  due to improved  cattle  feeding
economics. The commercial and financial loan portfolio growth is due to a strong
economy in the Lincoln market and a significant  increase in the bank stock loan
portfolio.

Deposits have  increased from $1,738 million at March 31, 1999 to $1,800 million
at March 31, 2000, a 3.6%  increase.  The loan to deposit  ratio was 79.7% as of
March 31,  2000,  compared  to 71.8% at March 31,  1999.  Short-term  borrowings
totaled $258  million at March 31,  2000,  compared to $255 million at March 31,
1999, and $261 million at December 31, 1999.  Federal Home Loan Bank  borrowings
totaled $244  million at March 31,  1999,  compared to $159 million at March 31,
1999,  and  $229  million  at  December  31,  1999.  The  Company  increased  in
securitized  credit card  portfolio  in the first  quarter  from $142 million at
December 31, 1999 to $170 million at March 31, 2000.

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
                                                           ------     -----    --------    -----        -------   -----
                                                                             (Amounts in Thousands)

         As of March 31, 2000:
         ---------------------
         <S>                                               <C>         <C>      <C>          <C>       <C>
         Total Capital (to Risk Weighted Assets):
           Consolidated                                    $299,825    15.7%    $152,414     8.0%           N/A
           National Bank of Commerce                        126,697    11.4       88,849     8.0       $111,061    10.0%
         Tier I Capital (to Risk Weighted Assets):
           Consolidated                                     264,086    13.9       76,207     4.0            N/A
           National Bank of Commerce                        112,800    10.2       44,424     4.0         66,637     6.0
         Tier I Capital  (to Quarterly Average Assets):
           Consolidated                                     264,086    10.2      103,229     4.0            N/A
           National Bank of Commerce                        112,800     7.7       58,367     4.0         72,959     5.0
         As of December 31, 1999:
         -----------------------
         Total Capital (to Risk Weighted Assets):
           Consolidated                                    $291,804    15.5%    $150,301     8.0%           N/A
           National Bank of Commerce                        124,686    11.4       87,412     8.0       $109,265    10.0%
         Tier I Capital (to Risk Weighted Assets):
           Consolidated                                     253,888    13.5       75,150     4.0            N/A
           National Bank of Commerce                        111,012    10.2       43,706     4.0         65,559     6.0
         Tier I Capital  (to Quarterly Average Assets):
           Consolidated                                     253,888     9.9      102,250     4.0            N/A
           National Bank of Commerce                        111,012     7.7       57,619     4.0         72,024     5.0
</TABLE>

                                  ECONOMY

Recent economic data show that the economy  continues to show positive growth in
the  Omaha/Lincoln  metro  areas.  Businesses  in rural  areas  have  shown some
weakness,  especially  those that are  dependent  on  agriculture,  such as farm
equipment dealers.  Employment growth remains solid despite stagnant  population
growth.  There is a constant demand for trained workers,  as there is a shortage
of qualified applicants at all occupational levels.

Construction  activity is about even with last year,  while  retail sales growth
has been positive (except in rural areas).  The manufacturing  base in the state
continues to operate at expanding levels.  Motor vehicle sales are ahead of last
year's pace. The state's fiscal position is favorable from the standpoint of tax
receipts and budgeted expenditures.

The U.S. economy may realize moderate growth as the Federal Reserve Board raises
interest rates in an attempt to maintain  balance  between growth and inflation.
Agricultural  exports are showing some signs of recovery,  but world supplies of
grain continue to be burdensome.  Personal bankruptcy filings may be starting to
increase after declining in 1999.

The  financial  prospects for the grain farmers are not favorable as crop prices
are  below  cost of  production  levels.  Crop  yields  were  good in 1999,  but
commodity  prices were lower than in 1998.  Additional  market loss  payments in
late 1999  provided a modest level of financial  relief for many grain  farmers.
Cattle feeders  realized  consistent  profitability  during 1999 and on into the
first quarter of 2000. Hog operations  have returned to profitable  levels after
realizing  losses since late 1998.  Ranchers are expected to continue to realize
good  profits  given the reduced  herd size.  Overall the  livestock  sector has
benefited from a strong economy and increased consumer demand for meat.

The  commercial  and  residential  real  estate  markets  remain  in  reasonable
supply/demand  balance.  There has been a modest  overbuilding  of  multi-family
units in Lincoln  and an  increased  supply of  motel/hotel  units on a regional
basis.  Higher interest rates have not affected commercial real estate projects,
but residential real estate of higher value may be somewhat softer.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's principal objective for interest rate risk management is to manage
exposure  of  net  interest  income  to  risks  associated  with  interest  rate
movements.  The Company tries to limit this exposure by matching the  maturities
of its assets and  liabilities,  along with the use of floating  rate assets and
liabilities that will move with interest rate movements.

Interest rate risk is measured and reported to the Company's Asset and Liability
Management Committee (ALCO),  which includes senior management  representatives.
Measurement  and  reporting  methods  include  traditional  gap  analysis  which
measures the difference  between assets and liabilities  that reprice in a given
time period,  simulation  modeling  which  produces  projections of net interest
income under various interest rate scenarios and balance sheet  strategies,  and
economic  valuation  modeling which measures the  sensitivity of equity value to
changes in interest rates.  Significant  assumptions include rate sensitivities,
prepayment  risks, and the timing of changes in prime and deposit rates compared
with changes in money market rates.

The Company's exposure to interest rate risk is reviewed on at least a quarterly
basis by the Board of Directors and the ALCO. In addition,  each subsidiary bank
has its own ALCO,  which reviews the interest rate risk of each subsidiary bank.
If interest rate risk measurements are not within  established  guidelines,  the
Board may  direct  management  to adjust  its asset and  liability  mix to bring
interest rate risk within Board-approved limits. In order to manage the exposure
to interest rate  fluctuations,  the Company has developed  strategies to manage
its liquidity,  shorten its effective maturities of interest-earning assets, and
increase  the  interest  rate  sensitivity  of its asset  base.  The Company has
approximately $702 million of assets where interest rates are repriceable within
90 days.

One measure of interest rate  sensitivity is an evaluation of the sensitivity of
the Economic Value of Equity (EVE).  The interest rate risk is measured from the
dispersion of equity values above and below the value  produced using current or
base  rates.  EVE is the  difference  between the total  present  values of cash
flowing into the Company and the total present values of cash flowing out of the
Company in the future.  The analysis  performed by the Company assesses the risk
of loss in  interest  rate  sensitive  instruments  in the event of a sudden and
sustained  50 to 200 basis  points  increase or decrease in the market  interest
rates. The Company's Board of Directors  reviews and monitors interest rate risk
analysis on a quarterly basis.

The  following  table  presents the Company's  projected  change in EVE, for all
assets and liabilities  except for the Company's  marketable equity  securities,
for the various rate shock levels:
<TABLE>
<CAPTION>

         As of March 31, 2000
         --------------------
                                                              Economic Value      Actual
         Change in Interest Rates                                Of Equity       Change           Percent Change
         ------------------------                              ------------     ---------         --------------
                                                                 (Amounts in Thousands)

           <S>                                                     <C>          <C>                    <C>
           200 basis point increase                                $149,983     $(90,348)              (37.6)%
           150 basis point increase                                 167,714      (72,617)              (30.2)
           100 basis point increase                                 193,660      (46,671)              (19.4)
           50 basis point increase                                  216,841      (23,490)               (9.8)
           Base scenario                                            240,331            -                  -
           50 basis point decrease                                  262,223       21,892                 9.1
           100 basis point decrease                                 280,196       39,865                16.6
           150 basis point decrease                                 289,208       48,877                20.3
           200 basis point decrease                                 296,452       56,121                23.4
</TABLE>
<TABLE>
<CAPTION>

         As of December 31, 1999
         -----------------------
                                                               Economic Value    Actual
         Change in Interest Rates                                Of Equity       Change           Percent Change
         ------------------------                               -------------    ------           --------------
                                                                 (Amounts in Thousands)

           <S>                                                     <C>          <C>                    <C>
           200 basis point increase                                $162,515     $(94,182)              (36.7)%
           150 basis point increase                                 183,600      (73,097)              (28.5)
           100 basis point increase                                 202,417      (54,280)              (21.1)
           50 basis point increase                                  221,943      (34,754)              (13.5)
           Base scenario                                            256,697            -                  -
           50 basis point decrease                                  265,859        9,162                 3.6
           100 basis point decrease                                 284,562       27,865                10.9
           150 basis point decrease                                 292,994       36,297                14.1
           200 basis point decrease                                 295,308       38,611                15.0
</TABLE>

The preceding  table  indicates that at March 31, 2000, in the event of a sudden
and sustained  increase in prevailing  market rates,  the Company's EVE would be
expected to decrease,  and that in the event of a sudden and sustained  decrease
in  prevailing  market  interest  rates,  the Company's EVE would be expected to
increase.  Since December 31, 1999, the Company's  estimated changes in EVE have
improved slightly.

Computation of  prospective  effects of  hypothetical  interest rate changes are
based on numerous  assumptions,  including  relative  levels of market  interest
rates,  loan  prepayments and deposits  decay,  and should not be relied upon as
indicative of actual results.  Further,  the computations do not contemplate any
actions the ALCO could  undertake  in  response  to changes in  interest  rates.
Certain  shortcomings  are  inherent  in the method of analysis  presenting  the
computation of EVE.  Actual values may differ from those  projections  presented
should market  conditions vary from  assumptions used in the calculation of EVE.
Further,  in the  event of a change  in  interest  rates,  prepayment  and early
withdrawal levels would likely deviate  significantly from those assumed in EVE.
Finally, the ability of many borrowers with adjustable rate loans to repay their
loans may decrease in the event of interest rate increases.

The Company owns $91 million of marketable equity securities March 31, 2000. The
fair value of this  portfolio has exposure to price risk.  The  following  table
shows the effect of stock price  fluctuations of plus or minus 5%, plus or minus
10% and plus or minus 15%.  These were selected  based upon the  probability  of
their occurrence.
<TABLE>
<CAPTION>

                                                                       March 31, 2000            December 31, 1999
                                                                       --------------            -----------------
                                                                       Fair       Actual          Fair        Actual
         Change in Prices                                             Value       Change         Value        Change
         ----------------                                           --------    --------       --------      --------
                                                                                 (Amounts in Thousands)

           <S>                                                     <C>          <C>             <C>          <C>
           15% increase                                            $105,111     $ 13,710        $101,826     $ 13,282
           10% increase                                             100,541        9,140          97,398        8,854
            5% increase                                              95,971        4,570          92,971        4,427
           Current fair value                                        91,401            -          88,544            -
           5% decrease                                               86,831       (4,570)         84,117       (4,427)
           10% decrease                                              82,261       (9,140)         79,690       (8,854)
           15% decrease                                              77,691      (13,710)         75,262      (13,282)
</TABLE>

Within the Company's public equity investment  portfolio,  a 5% or less increase
in the value of the  portfolio  has occurred in 8% of the quarters over the past
three years;  a 5% to 10% increase in the value of the portfolio has occurred in
17% of the  quarters  over the past three  years;  a 10% to 15%  increase in the
value of the  portfolio  has  occurred in 33% of the  quarters in the past three
years;  a 5% or less  decrease  has  occurred in 33% of the quarters in the last
three years;  and a 5% to 10% decrease has occurred in one quarter over the past
three years.

In conclusion, rate shock analysis as of March 31, 2000, indicates the Company's
earnings could be adversely  affected by an increase in interest  rates,  due to
the effect it would have on the Company's investment portfolio

                           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 May 12, 2000                    By:  James Stuart, Jr.
     -------------------                  -----------------
                                     James Stuart, Jr., Chairman and CEO

Date:  May 12, 2000                  By:  Donald Kinley
     ---------------------                --------------
                                     Donald Kinley, Senior Vice President and
                                      Treasurer (Chief Accounting Officer)