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, 1999        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, 1999:
     Class A Common 2,568,892 shares.
     Class B Common 10,769,638 shares.


<PAGE>


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

                                                                       (Unaudited)
                                                                   September 30, 1999        December 31, 1998
                                                                 ----------------------     ------------------
                                              ASSETS
<S>                                                                    <C>                       <C>
Cash and due from banks                                                $   137,354               $   135,731
Federal funds sold                                                          53,420                    31,865
                                                                       -----------               -----------
  Cash and cash equivalents                                                190,774                   167,596
Mortgage loans held for sale                                                23,049                    66,178
Securities available for sale (cost of
  $593,638,000 and $430,747,000)                                           592,495                   452,301
Securities held to maturity (fair value of
  $232,955,000 and $300,502,000)                                           236,374                   295,543
Loans                                                                    1,361,363                 1,284,007
Less allowance for loan losses                                              24,909                    24,292
                                                                       -----------               -----------
  Net loans                                                              1,336,454                 1,259,715
Federal Home Loan Bank stock, at cost                                       13,614                     9,347
Premises and equipment                                                      72,642                    62,392
Other assets                                                                80,210                    71,673
                                                                       -----------               -----------
                                                                       $ 2,545,612               $ 2,384,745
                                                                       ===========               ===========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Noninterest bearing                                                  $   291,709               $   365,782
  Interest bearing                                                       1,469,104                 1,362,718
                                                                       -----------               -----------
                                                                         1,760,813                 1,728,500

Short-term borrowings                                                      226,900                   213,470
Federal Home Loan Bank borrowings                                          261,020                   143,625
Accrued expenses and other liabilities                                      33,771                    37,004
Long-term debt                                                              13,018                    13,500
                                                                       -----------               -----------
  Total liabilities                                                      2,295,522                 2,136,099

Stockholders' equity:
  Common stock:
    Class A voting, $.20 par value; authorized
    10,000,000 shares; issued and outstanding
    2,568,892 and 2,583,319 shares;                                            514                       517
    Class B non-voting, $.20 par value; authorized
    40,000,000 shares; issued and outstanding
    10,769,638 and 10,928,951 shares                                         2,154                     2,186
Paid in capital                                                             21,379                    21,572
Retained earnings                                                          226,786                   210,361
Accumulated other comprehensive (loss)/income                                 (743)                   14,010
                                                                       ------------              -----------
  Total stockholders' equity                                               250,090                   248,646
                                                                       -----------               -----------
                                                                       $ 2,545,612               $ 2,384,745
                                                                       ===========               ===========



See notes to consolidated condensed financial statements.
</TABLE>
<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,
                                                                      1999         1998           1999         1998
                                                                      ----         ----           ----         ----
Interest income:
<S>                                                                 <C>          <C>            <C>          <C>
  Loans                                                             $29,125      $27,487        $83,492      $ 82,786
  Securities:
    Taxable                                                          12,212       10,557          35,653       30,832
    Nontaxable                                                          526          380           1,491        1,096
    Dividends                                                           544          532           1,657        1,588
Mortgage loans held for sale                                            592          803           2,450        2,461
Federal funds sold                                                      512          492           1,635        1,477
                                                                  ---------      -------        --------     --------
    Total interest income                                            43,511       40,251         126,378      120,240
Interest expense:
  Deposits                                                           15,200       16,142          45,179       47,319
  Short-term borrowings                                               3,472        2,278           8,768        6,752
  Federal Home Loan Bank borrowings                                   2,181        1,546           6,194        4,460
  Long-term debt                                                        207          341             736        1,003
                                                                  ---------      -------        --------     --------
    Total interest expense                                           21,060       20,307          60,877       59,534
                                                                    -------      -------        --------     --------
Net interest income                                                  22,451       19,944          65,501       60,706
Provision for loan losses                                             1,663        1,531           4,865        4,511
                                                                   --------      -------        --------     --------
Net interest income after provision for loan losses                  20,788       18,413          60,636      56,195
Noninterest income:
  Service charges and fees to customers                              15,102       12,844          44,413       36,260
  Trust services                                                      1,391        1,438           4,913        4,816
  Gains on securities sales                                             761        1,915           3,448        4,211
  Other income                                                          612        1,024           1,957        2,937
                                                                  ---------      -------        --------     --------
    Total noninterest income                                         17,866       17,221          54,731       48,224
                                                                    -------      -------        --------     --------
Noninterest expense:
  Salaries and employee benefits                                     12,295       10,962          36,170       32,397
  Occupancy and equipment                                             3,144        2,695           8,735        7,543
  Fees and insurance                                                  4,782        3,859          14,737       10,905
  Other expenses                                                      6,427        6,322          18,653       17,408
                                                                   --------      -------        --------     --------
    Total noninterest expense                                        26,648       23,838          78,295       68,253
                                                                    -------      -------        --------     --------

Income before income taxes                                           12,006       11,796          37,072       36,166
Income tax provision                                                  4,218        4,195          12,971       12,840
                                                                   --------      -------        --------     --------
    Net income                                                      $ 7,788      $ 7,601        $ 24,101     $ 23,326
                                                                    =======      =======        ========     ========

Weighted average shares outstanding                                  13,354       13,530          13,434       13,530
                                                                   ========      =======        ========     ========

Basic net income per share                                         $    .58      $   .56        $   1.79     $   1.72
                                                                   ========      =======        ========     ========



See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>


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

                                                                                  Nine Months Ended
                                                                                   September 30,
                                                                             1999                      1998
                                                                             ----                      ----    -

<S>                                                                      <C>                       <C>
Net cash flows from operating activities                                 $  75,895                 $   7,805

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                   73,734                    75,654
  Purchase of held to maturity securities                                  (14,565)                  (82,840)
  Proceeds from maturities of available for sale securities                 73,094                    40,588
  Proceeds from sales of available for sale securities                      49,026                    19,194
  Purchase of available for sale securities                               (281,559)                 (126,666)
  Net increase in loans                                                    (81,604)                   (6,915)
  Capital expenditures                                                     (14,963)                   (8,829)
  Purchase of mortgage servicing rights                                     (5,927)                   (8,154)
  Proceeds from derivative financial instrument                                  -                       697
  Purchase of Federal Home Loan Bank stock                                  (3,768)                     (474)
  Other                                                                        (50)                      (35)
                                                                           --------                  --------
Net cash flows from investing activities                                  (206,582)                  (97,780)

Cash flows from financing activities:
  Increase in deposits                                                      32,313                    23,896
  Increase/(decrease) in short-term borrowings                              13,430                    (6,106)
  Net increase in Federal Home Loan Bank borrowings                        117,395                    26,813
  Cash dividends paid                                                       (3,625)                   (3,450)
  Repurchase of common stock                                                (4,369)                        -
  Repayment of long-term debt                                              (13,982)                   (2,501)
  Proceeds from issuance of long-term debt                                  13,500                         -
  Other                                                                       (797)                     (800)
                                                                           -------                    -------
Net cash flows from financing activities                                   153,865                    37,852
                                                                           -------                    -------

Net increase/(decrease) in cash and cash equivalents                        23,178                   (52,123)
                                                                           -------                   --------
Cash and cash equivalents at January 1                                     167,596                   193,159
                                                                           -------                  --------
Cash and cash equivalents at September 30                                $ 190,774                 $ 141,036
                                                                         =========                 =========


See notes to consolidated condensed financial statements.
</TABLE>
<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,  1999,  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 1998 annual report and Form 10-K. Certain 1998
amounts have been reclassified to conform to 1999  classifications.  The results
of operations for the unaudited  nine-month period ended September 30, 1999, are
not  necessarily  indicative of the results which may be expected for the entire
calendar year 1999.

B.  ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for loan losses are summarized as follows:
<TABLE>
<CAPTION>

                                                                             1999                      1998
                                                                            ------                    ------
                                                                                (Amounts in Thousands)

         <S>                                                               <C>                       <C>
         Balance, January 1                                                $24,292                   $22,458
           Provision for loan losses                                         4,865                     4,511
           Charge-offs                                                      (6,398)                   (5,890)
           Recoveries                                                        2,150                     2,114
                                                                          --------                  --------
         Balance, September 30                                             $24,909                   $23,193
                                                                           =======                   =======
</TABLE>

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 nine months of 1999 and 1998 was a negative
$14,753,000,  net of tax; and a negative $11,119,000,  net of tax, respectively.
Thereby,  total  "comprehensive  income"  for the first nine  months of 1999 was
$9,348,000  as  compared to book net income of  $24,101,000.  For the first nine
months of 1998 total "comprehensive  income" was $12,207,000 as compared to book
net income of $23,326,000. "Other comprehensive income" for the third quarter of
1999 and 1998 was a negative $5,415,000,  net of tax, and a negative $4,776,000,
net of tax,  respectively.  Thereby,  total "comprehensive income" for the third
quarter of 1999 was $2,373,000 as compared to book net income of $7,788,000. For
the third  quarter  of 1998  total  "comprehensive  income"  was  $2,825,000  as
compared to book net income of $7,601,000.

D.         LONG-TERM DEBT

Long-term debt at September 30, 1999,  consists of a term loan from a commercial
bank, maturing May 2, 2006. The interest rate is fixed at 6.2%. Scheduled annual
principal payments are $1.929 million.




<PAGE>


                 FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
                                FINANCIAL REVIEW
                  Nine Months Ended September 30, 1999 and 1998

Results of Operations
Net income for the nine months ended  September  30, 1999,  was  $24,101,000  or
$1.79  per  share as  compared  to  $23,326,000  or $1.72 per share for the same
period one year ago. Net income for the three months ended  September  30, 1999,
was  $7,788,000  or $.58 per share  compared to $7,601,000 or $.56 per share for
the three months ended  September 30, 1998. Net income for the first nine months
of 1999 includes  $3,448,000 in gains  primarily from the sale of investments in
the  Company's  Global  Fund,  as compared to gains of  $4,211,000  for the same
period one year ago. If the securities gains were excluded for both periods, net
income would have been $21,860,000 and $20,589,000, respectively. On a per share
basis,   earnings  would  have  been  $1.63  per  share  and  $1.52  per  share,
respectively.

Net Interest Income
Net interest income (interest income less interest  expense) was $65,501,000 for
the nine months ended  September 30, 1999,  compared to $60,706,000 for the nine
months ended  September 30, 1998. Net interest income for the three months ended
September 30, 1999 and 1998 was $22,451,000 and $19,944,000,  respectively.  The
increase in net interest  income  reflects an increase in total earning  assets.
Earning assets at September 30, 1999, and September 30, 1998 were $2.280 billion
and $2.074  billion,  respectively,  a 9.9%  increase.  The net yield on earning
assets (net interest income divided by earning assets) was approximately 3.9% as
of September 30, 1999,  compared to approximately 4.1% as of September 30, 1998.
Loans were  $1.361  billion at the end of  September  1999,  compared  to $1.240
billion  at the same time a year ago,  a 9.8%  increase.  Investments  were $829
million at September  30, 1999 compared to $752 million at September 30, 1998, a
10.2% increase.

Provision for Loan Losses
The provision for loan losses was $4,865,000 for the nine months ended September
30, 1999, compared to $4,511,000 for the nine months ended September 30, 1998, a
7.8% increase.  The third quarter 1999 provision was $1,663,000,  which compares
to $1,531,000 for the third quarter of 1998. For the nine months ended September
30, 1999 net  charge-offs  were  $4,248,000  compared to $3,776,000 for the same
period a year ago.  Credit card  charge-offs  have  stabilized.  Net credit card
charge-offs  totaled  $3,557,000 for the nine-month  period ended  September 30,
1999,  compared to $3,436,000  for the same period of 1998.  For the  nine-month
period ended September 30, 1999, other consumer loan net charge-offs of $691,000
compared to $339,000 for the same period one year ago. As a percentage  of loans
outstanding, the loan loss reserve was 1.8% as of September 30, 1999 and 1.9% as
of September 30, 1998. As a whole, management believes the credit quality of the
loan portfolio remains sound, with no major change in the overall quality of the
loan  portfolio  since  December 31, 1998.  Management  will continue to monitor
agricultural loans, credit card quality, and other loan trends.

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

                                                                  September 30, 1999          December 31, 1998
                                                                  ------------------          -----------------
         <S>                                                            <C>                       <C>
         Loans accounted for on a non
           accrual basis                                                $  953,000                $  538,000

         Accruing loans which are contractually
           past due 90 days or more as to
           principal or interest payment                                   924,000                 1,584,000

         Loans not included above which
           are "troubled debt restructurings"                            1,277,000                 1,465,000
</TABLE>

The increase in nonaccrual loans can be attributed to one agricultural  loan and
two commercial  loans, all of which are in the process of resolution.  One small
restructured  loan paid off through a  refinance,  and  accruing  loans that are
contractually past due 90 days or more have been well controlled.  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
$189 million in agricultural  loans,  excluding  agricultural real estate loans.
The cattle feeding and ranching  sectors of the  agricultural  economy should be
profitable  in 1999 and into next year.  However,  the Company  continues  to be
concerned  about low grain  commodity  prices.  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. The
forecast for above average  yields,  coupled with existing  large grain reserves
and only marginally improved world economic  conditions,  suggest improvement in
the grain  sector may not be likely in the near  term.  Although  the  Company's
agricultural   producers  are  in  relatively  good  financial  condition,   the
instability in this economic  sector may have a negative  impact on producers in
general and related  industries as well,  including  banking,  where higher than
historically experienced levels of non performing loans may occur.

Noninterest Income
-------------------
Noninterest  income for the nine months ended September 30, 1999 was $54,731,000
compared to  $48,224,000  for the nine months ended  September 30, 1998, a 13.5%
increase. If securities gains were excluded,  noninterest income would have been
$51,283,000 compared to $44,013,000, a 16.5% increase. When compared to the same
period one year ago,  credit card fees increased  $4,180,000 or 36.6%  primarily
due to the  increase in balances as well as total  activity,  and  increases  in
late, overlimit and cash advance fees. In addition, there has been a significant
increase in the number of Cabela's  joint-venture cards  outstanding do to a new
marketing  program  implemented  in the last  quarter.  Computer  services  fees
increased  $1,566,000 or 19.7% due to various fees generated  from  installation
services,  conversions,  profit on resale of equipment, and out-of-Nebraska item
processing centers operated by First Commerce  Technologies.  The 13.1% increase
in other  service  charges  and fees is due to several  factors:  growth in bond
sales,  increased  discount  brokerage  sales, and increased real estate lending
fees.  The increase in discount  brokerage  sales is due to steady  growth and a
generally strong stock market. Mortgage banking revenue increased 21.5% over the
same  period one year ago  primarily  due to  volume.  Loans  serviced  by First
Commerce  Mortgage were $1.851  billion at September 30, 1999 compared to $1.503
billion at September 30, 1998.  Gains on the sale of securities  were $3,448,000
in the nine-month  period ended September 30, 1999 compared to $4,211,000 in the
same period one year ago, a $763,000  decrease.  These gains were  primarily the
result of selling  certain  positions held in the Company's  Global Fund.  Other
income  decreased  $980,000 due primarily to venture capital losses in the first
quarter of 1999, and a $872,000 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>

                                                            Nine Months Ended September 30,         Percent
                                                                      1999         1998             Increase/
                                                                 (Amounts in Thousands)            (Decrease)

         <S>                                                        <C>          <C>                    <C>
         Credit card fees                                           $15,591      $11,411                36.6%
         Computer services                                            9,535        7,969                19.7
         Other service charges and fees                               8,874        7,843                13.1
         Mortgage banking                                             6,072        4,996                21.5
         Service charges on deposits                                  4,341        4,041                 7.4
         Trust services                                               4,913        4,816                 2.0
         Gains on securities sales                                    3,448        4,211               (18.1)
         Other income                                                 1,957        2,937               (33.4)
                                                                   --------      -------
         Total noninterest income                                   $54,731      $48,224                13.5
                                                                    =======      =======
</TABLE>

Noninterest Expense
-------------------
Noninterest  expenses were  $78,295,000  for the nine months ended September 30,
1999,  as compared to  $68,253,000  for the same period one year ago. This is an
increase of $10,042,000 or 14.7% from a year ago.  Salary and employee  benefits
increased $3,773,000 or 11.6% 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 banks in Valentine,  Nebraska and Colorado Springs, Colorado. Credit
card  fees  increased  $3,427,000  or 43.8%  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.  Equipment  expenses
increased  $1,144,000 or 26.3% due to maintenance  and  additional  depreciation
expense on the significant equipment purchases of the last two years,  primarily
computer  systems  and  software.  Amortization  of  mortgage  servicing  rights
increased  $657,000  or 20.7% due to an  increase  in the  volume  of  mortgages
serviced by First Commerce  Mortgage.  Fees and insurance  increased $405,000 or
13.1% due primarily to growth.  Communications  expenses  decreased  $373,000 or
11.2%.  The  increase in minority  interest  expense is directly  related to the
increase in profits in the Cabela's credit card joint venture.



<PAGE>


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

                                                            Nine Months Ended September 30,         Percent
                                                                      1999         1998             Increase/
                                                                 (Amounts in Thousands)            (Decrease)

         <S>                                                        <C>          <C>                    <C>
         Salaries and employee benefits                             $36,170      $32,397                11.6%
         Equipment expense                                            5,492        4,348                26.3
         Net occupancy expense                                        3,243        3,195                 1.5
         Credit card fees                                            11,248        7,821                43.8
         Fees and insurance                                           3,489        3,084                13.1
         Amortization of mortgage servicing rights                    3,838        3,181                20.7
         Business development                                         3,156        2,966                 6.4
         Communications                                               2,954        3,327               (11.2)
         Supplies                                                     1,905        2,001                (4.8)
         Other expenses                                               4,968        4,775                 4.0
         Minority interest                                            1,449          775                87.0
         Goodwill amortization                                          383          383                 --
                                                                   --------      -------
         Total noninterest expense                                  $78,295      $68,253                14.7
                                                                    =======      =======
</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 65.5% and 64.0% for the nine months  ended  September  30,
1999 and 1998, respectively.

Financial Condition at September 30, 1999
-----------------------------------------
Total assets at September 30, 1999,  were $2,546  million,  compared to $2,299
million at September 30, 1998, a 10.7%  increase.  Totalassets at December 31,
1998, were $2,385 million.

Since  September 30, 1998,  loans have  increased  from $1,240 million to $1,361
million,  a 9.8%  increase.  Managed loans were $1,480  million at September 30,
1999  compared to $1,327  million at September  30, 1998.  Managed loans include
securitized  credit card loans of $119 million and $87 million at September  30,
1999 and 1998, respectively.
<TABLE>
<CAPTION>

Loans are summarized as follows:                                  September 30, 1999          September 30, 1998
                                                                  ------------------          ------------------
                                                                       (Amounts in Thousands)

         <S>                                                            <C>                       <C>
         Real estate mortgage                                           $  458,086                $  398,635
         Consumer           308,184                                        268,891
         Commercial and financial                                          262,114                   257,877
         Agricultural                                                      189,090                   170,449
         Credit card                                                        92,093                    98,355
         Real estate construction                                           51,796                    45,375
                                                                        ----------                ----------
                                                                        $1,361,363                $1,239,582
                                                                        ==========                ==========
</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.
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 in 1999.  The  commercial  and  financial  loan  portfolios  have seen
nominal growth.

Deposits  have  increased  from $1,673  million at September  30, 1998 to $1,761
million at September  30, 1999, a 5.2%  increase.  The loan to deposit ratio was
77.3% as of  September  30,  1999,  compared  to 74.1% at  September  30,  1998.
Short-term  borrowings  totaled $227 million at September 30, 1999,  compared to
$192  million at  September  30,  1998,  and $213  million at December 31, 1998.
Federal Home Loan Bank  borrowings  totaled $261 million at September  30, 1999,
compared to $147 million at September 30, 1998, and $144 million at December 31,
1998. In May 1999 the Company redeemed the outstanding  long-term  capital notes
totaling  $13,500,000.  The  capital  notes were  refinanced  with a  seven-year
amortizing  loan in the  amount  of  $13,500,000  from a  commercial  bank.  The
interest rate is fixed at 6.3%. In addition to repurchase agreements and Federal
Home Loan Bank  borrowings,  the Company has utilized  commercial  paper and the
securitization of credit card receivables to provide liquidity. On July 6, 1999,
the Company  increased the size of its pooling and service  agreement  from $100
million to $150 million. Since then it has increased its securitized credit card
portfolio from $99 million to $119 million.

Stockholders'  equity to  assets  was 9.8% as of  September  30,  1999.  The net
unrealized gains on available for sale securities  decreased  $14,753,000  since
December 31, 1998.  In the first nine months of 1999 the decrease in  unrealized
gains and losses on debt and equity securities classified as available for sale,
was due to an increase in medium to longer term interest  rates which  decreased
the market value of the Company's bond portfolio.  The same period 1998 decrease
in unrealized  gains and losses 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,  and at
September 30, 1999, the stock had a market value of $1.3 million.

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 September 30, 1999:
         Total Capital (to Risk Weighted Assets):
         <S>                                               <C>         <C>      <C>          <C>       <C>         <C>
           Consolidated                                    $278,933    15.7%    $142,000     8.0%           N/A
           National Bank of Commerce                        121,945    12.1       80,635     8.0       $100,794    10.0%
         Tier I Capital (to Risk Weighted Assets):
           Consolidated                                     247,473    13.9       71,000     4.0            N/A
           National Bank of Commerce                        109,346    10.8       40,317     4.0         60,476     6.0
         Tier I Capital  (to Quarterly Average Assets):
           Consolidated                                     247,473    10.0       98,874     4.0            N/A
           National Bank of Commerce                        109,346     7.8       56,211     4.0         70,263     5.0

         As of December 31, 1998:
         Total Capital (to Risk Weighted Assets):
           Consolidated                                    $261,743    15.9%    $131,854     8.0%           N/A
           National Bank of Commerce                        115,151    12.0       76,801     8.0        $96,001    10.0%
         Tier I Capital (to Risk Weighted Assets):
           Consolidated                                     230,226    14.0       65,927     4.0            N/A
           National Bank of Commerce                        103,151    10.7       38,400     4.0         57,601     6.0
         Tier I Capital  (to Quarterly Average Assets):
           Consolidated                                     230,226    10.0       91,868     4.0            N/A
           National Bank of Commerce                        103,151     7.9       52,390     4.0         65,488     5.0


</TABLE>

<PAGE>


                                     Economy

Recent   economic  data  show  that  the  economy   remains   favorable  in  the
Omaha/Lincoln  metro  areas,  but there are some signs of  weaknesses  for rural
businesses. Employment growth remains solid despite stagnant population growth.

Construction  activity is ahead of 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 beginning to recover.  Personal bankruptcy filings may
be starting to decline.

The  financial  prospects for the grain farmers are not favorable as crop prices
are below cost of production  levels.  Crop yields are good, but lower than last
year.  Congress is  considering  the  appropriation  of market  loss  adjustment
payments, which would provide a modest level of financial relief. Cattle feeders
have realized consistent  profitability during 1999, while hog producers will be
facing  losses for the most part in 1999.  Ranchers  are expected to continue to
realize good profits given the reduced herd size.  Some layoffs have occurred in
the agricultural equipment manufacturing sector in the state, and farm implement
dealerships are experiencing slow sales.

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 could, however, dampen market conditions.  The real
estate market in Colorado  Springs  remains  strong given the influx of new jobs
into the region.


                                    Year 2000

The Company's State of Readiness.  A significant  technological  issue impacting
all companies worldwide is the need to modify their computer information systems
to properly  process  transactions  relating  to the year 2000 and  beyond.  The
Company has implemented a formal program to evaluate, monitor, review and manage
the risks,  solutions and costs and update its software  programs and other time
sensitive systems for Year 2000 compliance.  The Federal Financial  Institutions
Examination  Council has issued  regulatory  guidelines on the Year 2000 issues.
The Company  has  incorporated  these  guidelines  into its Year 2000 plan.  The
Company is examined by both  regulators  and the  Company's  own internal  audit
staff and will be subject to ongoing examinations with regard to being Year 2000
ready.

The Company's Year 2000 Project  includes four phases -- awareness,  assessment,
remediation,  and  testing.  Executive  management  of the  Company  reviews and
approves  these  various  phases of the project as they are  completed.  Routine
reporting is given to the Company's Board of Directors on the status of the Year
2000 project.

0    The Company  considers the  awareness  phase of its Year 2000 project to be
     complete from an internal  standpoint.  Major  customers and vendors of the
     Company  have been  contacted  to  establish  the level of their  awareness
     concerning Year 2000, which will be ongoing as circumstances dictate.

0    The Company  considers the assessment  phase of its Year 2000 project to be
     complete for internal mission critical systems. The Company has completed a
     vendor management survey process and has received a 100% response rate from
     mission critical vendors.

0    The  remediation  phase of the  Company's  project  includes the  analysis,
     planning  and  actual  remediation  necessary  to  bring  mission  critical
     internal systems, both software and other time sensitive systems, into Year
     2000  ready  status.  Remediation  may  include  upgrading,  renovating  or
     replacing  existing  systems.   All  mission  critical  systems  have  been
     remediated and  implemented  in the production  environment as of September
     30, 1999.

0    The testing phase of the project involves both internal  testing  conducted
     by programming and quality assurance staff, and Customer Acceptance Testing
     (CAT) conducted by customers of the Company.  Internal testing is performed
     on all internal and external  mission  critical  systems and services  with
     Year 2000 date  information  in  various  Year  2000  date  scenarios.  CAT
     testing, by the Company's financial  institution data processing customers,
     is  conducted  in a  simulated  banking  environment.  A detailed  customer
     acceptance  testing  program  has been  designed to test key aspects of all
     core  banking  applications  being  provided  to banking  customers  by the
     Company.  The  Company  has  completed  both types of tests  related to its
     project as of  September  30, 1999.  The Company  will  continue to conduct
     various types of internal  testing  through the end of the year and beyond.
     Testing will continue until all Year 2000 sensitive  dates such as February
     29, 2000, are past.

The Costs to Address the Company's Year 2000 Issues. Through September 30, 1999,
cumulative  costs  relating  directly  to Year 2000 issues  since the  project's
inception have totaled  approximately  $8.7 million.  A portion of the estimated
total includes both the cost of existing staff that have been  redeployed to the
Year 2000  project  from other  projects and  consultants  or other  independent
programmers who have been hired to help the Company complete its project.  These
costs do not include  system  upgrades  and  replacements  that were made in the
normal course of operations  for other  purposes in addition to addressing  Year
2000 issues,  unless the implementation  was accelerated.  The Company estimates
that  remaining Year 2000 project costs will total  approximately  $500,000 and,
therefore,  the total  estimated Year 2000 project costs from inception  through
completion should approximate $9.2 million.

The Risks of the Company's Year 2000 Issues.  As is the case with most financial
services  companies,  the Company is heavily  dependent on internal and external
computer systems and services. If those systems or services are interrupted, the
Company's  ability to serve its retail,  commercial  banking and its credit card
customers could be directly affected.  Some of the commercial financial services
that could be affected  are credit card  merchant  processing,  commercial  cash
management  services and financial  institution data processing  services.  Year
2000 issues  associated  with internal and external  systems and services  could
generate claims or create other material  adverse effects for the Company.  Even
though the Company's Year 2000 project will include  contingency plans for third
party Year 2000 issues,  there can be no assurances that mission  critical third
party vendors or other significant third parties (such as  telecommunications or
utilities  industries,  the  Federal  Reserve  System or  national  credit  card
processing  associations)  will  adequately  address  their  Year  2000  issues.
Increased  credit  losses  associated  with possible Year 2000 failures of major
borrowers or increased consumer cash demands resulting from publicity concerning
Year 2000 issues  could also have a material  adverse  effect on the Company The
Company generally advises  commercial  entities with which it does business that
it cannot  guarantee  that they or the Company will be completely  unaffected by
the Year 2000. The Company  nonetheless  continues to monitor these issues on an
ongoing basis and will strive to minimize their impact.

The Company's  Contingency  Plans. The Company has in place contingency plans to
address  potential Year 2000  interruptions of its internal and external mission
critical  systems and  services.  For example,  the Company  developed  plans to
provide the liquidity that would be needed to meet possible  unusually high cash
demands.  These plans will be subject to ongoing review,  testing and adjustment
throughout 1999.

The  foregoing  Year  2000  discussion  contains   forward-looking   statements,
including  without  limitation,  anticipated  costs  and the  dates by which the
Company expects to substantially complete the remediation and testing of systems
and are  based on  management's  best  current  estimates,  which  were  derived
utilizing  numerous  assumptions  about future  events,  including the continued
availability  of certain  resources,  representations  received from third party
service  providers and other  factors.  However,  there can be no guarantee that
these  estimates will be achieved,  and actual  results could differ  materially
from  those  anticipated.  Specific  matters  that  might  cause  such  material
differences  include,  but are not  limited  to,  the  availability  and cost of
personnel trained in this area, the ability to identify and convert all relevant
computer systems, results of Year 2000 testing, adequate resolution of Year 2000
issues by governmental agencies, business or other third parties who are service
providers,  suppliers,  borrowers or  customers  of the  Company,  unanticipated
systems costs,  the need to replace  hardware and the adequacy of and ability to
implement contingency plans and similar uncertainties.





           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 $773 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 September 30, 1999
                                                              Economic Value     Actual
         Change in Interest Rates                                Of Equity       Change           Percent Change
                                                                ----------     --------            ----------
                                                                 (Amounts in Thousands)

           <S>                                                     <C>          <C>                    <C>
           200 basis point increase                                $168,494     $(67,933)              (28.7)%
           150 basis point increase                                 185,648      (50,779)              (21.5)
           100 basis point increase                                 202,656      (33,771)              (14.3)
           50 basis point increase                                  220,727      (15,700)               (6.6)
           Base scenario                                            236,427            -                  -
           50 basis point decrease                                  255,109       18,682                 7.9
           100 basis point decrease                                 268,328       31,901                13.5
           150 basis point decrease                                 276,572       40,145                17.0
           200 basis point decrease                                 277,443       41,016                17.4

</TABLE>


<TABLE>
<CAPTION>




                                                                 As of December 31, 1998
                                                               Economic Value    Actual
         Change in Interest Rates                                Of Equity       Change           Percent Change
                                                                 ----------     --------            ----------
                                                                 (Amounts in Thousands)

           <S>                                                     <C>          <C>                    <C>
           200 basis point increase                                $222,998     $(30,480)              (12.0)%
           150 basis point increase                                 230,033      (23,445)               (9.2)
           100 basis point increase                                 238,150      (15,328)               (6.0)
           50 basis point increase                                  246,200       (7,278)               (2.9)
           Base scenario                                            253,478            -                  -
           50 basis point decrease                                  257,332        3,854                 1.5
           100 basis point decrease                                 259,256        5,778                 2.3
           150 basis point decrease                                 261,947        8,469                 3.3
           200 basis point decrease                                 264,680       11,202                 4.4
</TABLE>

The  preceding  table  indicates  that at September  30, 1999, 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, 1998, the Company's  estimated changes
in EVE have increased significantly.

The Company owns  approximately  $454 million of  mortgage-backed  securities at
cost,  with a $438 million fair value.  Mortgage  interest  rates have increased
approximately 1.5% from their lows in the fall of 1998. This has caused the cash
flows  from   approximately   $100  million  of  these  securities  to  decrease
significantly  from the estimated cash flows when the securities were purchased.
The average  life of the  Company's  investment  portfolio  has  increased  from
December 31, 1998. This is the primary reason for the significant  change in the
results of the Company's rate shock analysis.

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 $72 million of  marketable  equity  securities at September 30,
1999. 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>

                                                                     September  30, 1999         December 31, 1998
                                                                     -------------------         ------------------
                                                                       Fair      Actual           Fair       Actual
         Change in Prices                                             Value      Change          Value       Change
                                                                    --------     ------        --------      -------
                                                                                 (Amounts in Thousands)

           <S>                                                      <C>         <C>              <C>         <C>
           15% increase                                             $83,155     $ 10,846         $83,097     $ 10,839
           10% increase                                              79,540        7,231          79,484        7,226
            5% increase                                              75,924        3,615          75,871        3,613
           Current fair value                                        72,309            -          72,258
            5% decrease                                              68,694       (3,615)         68,645       (3,613)
           10% decrease                                              65,078       (7,231)         65,032       (7,226)
           15% decrease                                              61,463      (10,846)         61,419      (10,839)
</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
25% of the  quarters  over the past three  years;  a 10% to 15%  increase in the
value of the  portfolio  has  occurred in 25% 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 September  30, 1999,  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.  A major
decrease in interest  rates could also adversely  affect the Company's  earnings
due to the  Company's  inability  to lower  interest  rates on  interest-bearing
demand deposits to the same degree that interest-earning assets would change.


                             Stock Purchase Program

During 1994, the Board of Directors  announced its intentions to purchase shares
of its  common  stock  when  appropriate  and  at a  price  management  believes
advantageous  to the Company.  During the nine months ended  September 30, 1999,
the Company  acquired  14,427 shares of its Class A stock and 162,959  shares of
its  Class B stock  at an  average  price  of  $24.63.  All  treasury  stock  is
immediately retired.
                           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 11, 1999                    By:  James Stuart, Jr.
     --------------------------                  ------------------------------
                       James Stuart, Jr., Chairman and CEO



Date:  November 11, 1999                    By:  Donald Kinley
     --------------------------                 -------------------------------
                    Donald Kinley, Senior Vice President and
                      Treasurer (Chief Accounting Officer)