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, 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 March 31, 1999 
     Class A Common 2,583,319 shares. 
     Class B Common 10,903,200 shares.


<PAGE>


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

                                                                       (Unaudited)
                                                                   March 31, 1999            December 31, 1998
                                                                   --------------            -----------------
                                                                                (Amounts in Thousands)
                                                                      ASSETS
<S>                                                                    <C>                       <C>        
Cash and due from banks                                                $   136,587               $   135,731
Federal funds sold                                                          52,715                    31,865
                                                                       -----------               -----------
  Cash and cash equivalents                                                189,302                   167,596
Mortgages loans held for sale                                               65,183                    66,178
Securities available for sale (cost of
  $533,723,000 and $430,747,000)                                           545,192                   452,301
Securities held to maturity (fair value of
  $280,298,000 and $300,502,000)                                           278,055                   295,543
Loans                                                                    1,247,613                 1,284,007
Less allowance for loan losses                                              24,503                    24,292
                                                                       -----------               -----------
  Net loans                                                              1,223,110                 1,259,715
Federal Home Loan Bank stock, at cost                                        9,649                     9,347
Premises and equipment                                                      64,237                    62,392
Other assets                                                                72,066                    71,673
                                                                       -----------               -----------
                                                                       $ 2,446,794               $ 2,384,745
                                                                       ===========               ===========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Noninterest bearing                                                  $   343,354               $   365,782
  Interest bearing                                                       1,394,986                 1,362,718
                                                                       -----------               -----------
                                                                         1,738,340                 1,728,500

Short-term borrowings                                                      255,406                   213,470
Federal Home Loan Bank borrowings                                          158,500                   143,625
Accrued expenses and other liabilities                                      32,348                    37,004
Long-term debt                                                              13,500                    13,500
                                                                       -----------               -----------
  Total liabilities                                                      2,198,094                 2,136,099

Stockholders' equity:
  Common stock:
    Class A voting, $.20 par value; authorized
    10,000,000 shares; issued and outstanding
    2,583,319 shares;                                                          517                       517
    Class B non-voting, $.20 par value; authorized
    40,000,000 shares; issued and outstanding
    10,903,200 and 10,928,951 shares                                         2,181                     2,186
Paid in capital                                                             21,531                    21,572
Retained earnings                                                          217,016                   210,361
Accumulated other comprehensive income                                       7,455                    14,010
                                                                       -----------               -----------
  Total stockholders' equity                                               248,700                   248,646
                                                                       -----------               -----------
                                                                       $ 2,446,794               $ 2,384,745
                                                                       ===========               ===========


</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,
                                                                                                  1999          1998  
                                                                                             -----------   -----------
Interest income:
<S>                                                                                             <C>           <C>     
  Loans                                                                                         $26,888$      $27,618
  Securities:
    Taxable                                                                                       11,191        9,998
    Nontaxable                                                                                       465          351
    Dividends                                                                                        529          450
Mortgage loans held for sale                                                                       1,054          713
Federal funds sold                                                                                   609          374
                                                                                                --------     --------
    Total interest income                                                                         40,736       39,504
Interest expense:
  Deposits                                                                                        14,866       15,281
  Short-term borrowings                                                                            2,421        2,283
  Federal Home Loan Bank borrowings                                                                1,963        1,470
  Long-term debt                                                                                     290          345
                                                                                                --------     --------
    Total interest expense                                                                        19,540       19,379
                                                                                                --------     --------
Net interest income                                                                               21,196       20,125
Provision for loan losses                                                                          1,595        1,496
                                                                                                --------     --------
Net interest income after provision for loan losses                                               19,601      18,629
Noninterest income:
  Service charges and fees to customers                                                           14,584       11,530
  Trust services                                                                                   1,571        1,736
  Gains on securities sales                                                                        1,747          839
  Other income                                                                                       673          887
                                                                                                --------     --------
    Total noninterest income                                                                      18,575       14,992
                                                                                                --------     --------
Noninterest expense:
  Salaries and employee benefits                                                                  11,553       10,704
  Occupancy and equipment                                                                          3,025        2,328
  Fees and insurance                                                                               4,853        3,402
  Other expenses                                                                                   5,797        5,407
                                                                                                --------     --------
    Total noninterest expense                                                                     25,228       21,841
                                                                                                --------     --------

Income before income taxes                                                                        12,948       11,780
Income tax provision                                                                               4,460        4,160
                                                                                                --------     --------
    Net income                                                                                  $  8,488     $  7,620
                                                                                                ========     ========

Weighted average shares outstanding                                                               13,507       13,530
                                                                                                ========     ========

Basic net income per share                                                                      $    .63     $    .56
                                                                                                ========     ========




</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,               
                                                                            1999           1998  
                                                                          --------       --------

<S>                                                                     <C>             <C>         
Net cash flows from operating activities                                $ 12,392        $ (31,281)

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                 24,579           28,620
  Purchase of held to maturity securities                                 (7,091)         (25,979)
  Proceeds from maturities of available for sale securities               20,223            7,081
  Proceeds from sales of available for sale securities                    19,466            6,019
  Purchase of available for sale securities                             (140,924)          (4,665)
  Net decrease in loans                                                   35,010            9,523
  Capital expenditures                                                    (3,473)          (3,233)
  Purchases of mortgage servicing rights                                  (2,332)          (2,380)
  Proceeds from derivative financial instrument                                -              697
  Other                                                                     (147)            (188)


Net cash flows from investing activities                                 (54,689)          15,495

Cash flows from financing activities:
  Increase in deposits                                                     9,840           68,836
  Increase/(decrease) in short-term borrowings                            41,936          (19,000)
  Net increase/(decrease) in Federal Home Loan Bank
      borrowings                                                          14,875          (14,850)
  Cash dividends paid                                                     (1,216)          (1,151)
  Repurchase of common stock                                                (663)               -
  Other                                                                     (769)            (766)


Net cash flows from financing activities                                  64,003           33,069

Net increase in cash and cash equivalents                                 21,706           17,283

Cash and cash equivalents at January 1                                   167,596          193,159

Cash and cash equivalents at March 31                                   $189,302         $210,442
                                                                        ========        =========


</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, 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  three-month  period ended March 31, 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 the 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                                         1,595             1,496
       Charge-offs                                                      (2,087)           (2,045)
       Recoveries                                                          703               595
                                                                       -------          --------
     Balance, March 31                                                 $24,503           $22,504
                                                                       =======           =======
</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  quarters  of 1999 and 1998 was a negative
$6,555,000,  net of tax; and a negative  $1,375,000,  net of tax,  respectively.
Thereby,  total  "comprehensive  income"  for the  first  quarter  of  1999  was
$1,933,000 as compared to book net income of  $8,488,000.  For the first quarter
of 1998 total  "comprehensive  income"  was  $6,245,000  as compared to book net
income of $7,620,000.



<PAGE>



                                FINANCIAL REVIEW
                   Three Months Ended March 31, 1999 and 1998

Results of Operations
Net income for the three months ended March 31, 1999, was $8,488,000 or $.63 per
share as compared to  $7,620,000  or $.56 per share for the same period one year
ago. Net income for the three months ended  December 31, 1998, was $5,709,000 or
$.43  per  share.  Net  income  for the  first  three  months  of 1999  includes
$1,747,000  in gains  primarily  from the sale of  investments  in the Company's
Global fund,  as compared to gains of $839,000 for the same period one year ago.
If the  securities  gains were excluded for both periods,  net income would have
been $7,352,000 and  $7,075,000,  respectively.  On a per share basis,  earnings
would have been $.54 per share and $.52 per share respectively.

Net Interest Income
Net interest income (interest income less interest  expense) was $21,196,000 for
the first  quarter of 1999,  compared to  $20,125,000  for the first  quarter of
1998, and  $21,491,000  for the last quarter of 1998. The relatively  stable net
interest  income reflects a slight increase in total earning assets and in total
interest-bearing  liabilities.  In addition, loan volume decreased from December
31, 1998,  and was replaced  with lower  interest-bearing  investments.  Earning
assets at March 31,  1999,  March 31,  1998,  and  December 31, 1998 were $2,198
million,  $2,036  million,  and $2,139 million,  respectively.  The net yield on
earning assets (net interest income divided by earning assets) was approximately
4.0% as of March 31, 1999, 4.2% as of March 31, 1998 and 4.1% as of December 31,
1998.  Loans were $1.248 billion at the end of March 1999, as compared to $1.225
billion  at the same time a year ago,  a 1.8%  increase.  Investments  were $823
million at March 31, 1999 as compared to $678 million at March 31, 1998, a 21.4%
increase.

Provision for Loan Losses
The provision for loan losses was $1,595,000 for the first three months of 1999,
as compared to  $1,496,000  for the first three months of 1998, a 6.6%  increase
The first  quarter  provision is a 49.3%  decrease from the  $3,147,000  for the
fourth  quarter of 1998  primarily  because  the first  quarter of 1999 has been
profitable for cattle feeders and grain prices are at breakeven levels.  For the
first  three  months  of  1999  net  charge-offs  were  $1,384,000  compared  to
$1,450,000 for the same period a year ago and $2,048,000 for the last quarter of
1998.  Credit card  charge-offs  have  stabilized.  Net credit card  charge-offs
totaled  $1,360,000 for the first quarter of 1999 compared to $1,332,000 million
for the first quarter of 1998 and  $1,406,000  million for the fourth quarter of
1998.  Other consumer loan net  charge-offs  decreased when compared to the same
period one year ago and the fourth  quarter of 1998.  As a  percentage  of loans
outstanding,  the loan loss  reserve  was 2.0% and 1.8% as of March 31, 1999 and
1998,  respectively.  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>

                                                          March 31, 1999          December 31, 1998
                                                          --------------          -----------------

     <S>                                                     <C>                           <C>
     Loans accounted for on a non
       accrual basis                                         $  579,000                    $  538,000

     Accruing loans which are contractually
       past due 90 days or more as to
       principal or interest payment                          1,774,000                     1,584,000

     Loans not included above which
     are "troubled debt restructurings"                       1,464,000                     1,465,000
</TABLE>

The accruing  loans that are  contractually  past due 90 days or more are in the
process of  resolution.  There have been no  significant  changes in non accrual
loans and troubled debt restructurings since December 31, 1998. Virtually all of
the  Company's  loans are to  Nebraska-based  organizations,  although  the loan
portfolio is well  diversified  by industry.  The Nebraska  economy is dependent
upon the general state of the agricultural economy. The Company has $167 million
in agricultural loans,  excluding agricultural real estate loans. The Company is
concerned  about low  agricultural  commodity  prices.  Fat cattle  feeders have
experienced  losses over the past two years, and while the first quarter of 1999
has  been  profitable,  the  earnings  picture  for the  balance  of the year is
unclear.  While  overall  yields were good for grain  producers  in 1998,  grain
prices continue to be near breakeven levels when coupled with government program
payments. Current weather conditions and world economic conditions are such that
improvement in the general  agricultural economy may not be likely over the near
term.  Although  the  Company's  borrowers  are  in  relatively  good  financial
condition,  the uncertain environment they are working under may have a negative
effect  on  agricultural  producers  in  general,  and may have an impact on the
banking  sector  resulting  in  higher  levels  of  non  performing  loans  than
historically experienced.

Noninterest Income
Noninterest  income for the first three months of 1999 was $18,575,000  compared
to  $14,992,000  for the  first  three  months  of 1998,  a 23.9%  increase.  If
securities gains were excluded,  noninterest  income would have been $16,828,000
compared  to  $14,153,000,   an  18.9%  increase.  Credit  card  fees  increased
$1,398,000  primarily due to an increase in interchange and merchant income, and
increases in late,  overlimit and cash advance fees. The 31.6% increase in other
service  charges  and fees is due to  several  factors:  increased  bond  sales,
increased discount brokerage fees, and fees earned from the "Great Plains Family
of Funds."  Increased  bond sales are due to more dollars  available in banks to
buy bonds,  and increased  business  with the Nebraska  Investment  Council.  An
increase in discount  brokerage  fees is due to steady growth and a strong stock
market.  Increased  fees  earned  from the "Great  Plains  Family of Funds" also
account for a portion of the 9.5% decrease in trust  services  income.  Computer
fees increased $399,000 or 14.6% due to various fees generated from installation
services,  conversions,  and  profit on resale of  equipment,  and the late 1998
opening  of   out-of-Nebraska   item   processing   centers  by  First  Commerce
Technologies.  Mortgage  banking income increased 32.8% over the same period one
year primarily due to volume.  Loans  serviced by First  Commerce  Mortgage were
$1.697  billion at March 31, 1999 compared to $1.228  billion at March 31, 1998.
Gains on the sale of  securities  were  $1,747,000  in the first three months of
1999  compared  to  $839,000  in the  first  three  months of 1998,  a  $908,000
increase.  These gains were  primarily the result of selling  certain  positions
held in the Company's Global Fund. Other income decreased $214,000 due primarily
to venture capital losses taken in the first quarter of 1999.

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

                                                            (In Thousands)      Percent
                                                                   March 31,            Increase/
                                                             1999        1998          (Decrease)
                                                          -------     -------          ----------
         <S>                                            <C>            <C>                <C>  
         Credit card fees                               $  4,960       $3,562              39.2%
         Other service charges and fees                    3,222        2,449              31.6
         Computer services                                 3,134        2,735              14.6
         Mortgage banking                                  1,976        1,488              32.8
         Service charges on deposits                       1,292        1,296               (.3)
         Trust services                                    1,571        1,736              (9.5)
         Gains on securities sales                         1,747          839             108.2
         Other income                                        673          887             (24.1)
                                                          ------       ------
         Total noninterest income                        $18,575      $14,992              23.9
                                                         =======      =======
</TABLE>

Noninterest Expense
-------------------
Noninterest  expenses  were  $25,228,000  for the first three  months of 1999 as
compared to $21,841,000 for the same period one year ago. This is an increase of
$3,400,000 or 15.5% from a year ago.  Credit card fees  increased  $1,390,000 or
59.6% 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 $610,000 or 45.6% due to
maintenance and additional  depreciation  expense on the equipment  purchases of
the last two years,  primarily  computer  systems and software.  Amortization of
mortgage  servicing rights increased $252,000 or 24.3% due to an increase in the
volume of mortgages serviced by First Commerce Mortgage. Communications expenses
decreased  $117,000 or 11.1%.  Other  expenses  increased  $161,000 or 11.5% due
primarily  to network  solutions  engineers  hired on a contract  basis by First
Commerce  Technologies  to work on specific  projects.  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>

                                                             (In Thousands)               Percent
                                                                  March 31,              Increase/
                                                           1999           1998          (Decrease)
                                                        --------       ---------        ----------
         <S>                                             <C>             <C>                 <C> 
         Salaries and employee benefits                  $11,553         $10,704              7.9%
         Credit card fees                                  3,724           2,334             59.6
         Equipment expense  1,948                          1,338              45.6
         Amortization of mortgage servicing rights         1,289           1,037             24.3
         Fees and insurance                                1,129           1,068              5.7
         Net occupancy expense                             1,077             990              8.8
         Business development                                949             885              7.2
         Communications                                      941           1,058            (11.1)
         Supplies                                            619             673             (8.0)
         Other expenses                                    1,557           1,396             11.5
         Minority interest                                   315             231             36.4
         Goodwill amortization                               127             127             --
                                                         -------         -------
         Total noninterest expense                       $25,228         $21,841             15.5
                                                         =======         =======
</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 65.2% and 62.7% at March 31, 1999 and 1998, respectively.

Financial Condition at March 31, 1999
-------------------------------------
Total assets at March 31, 1999,  were $2,447  million,  compared to $2,293 mil-
lion at March 31, 1998, a 6.7% increase.  Total assets at December 31, 1998, 
were $2,385 million.

Since March 31, 1998,  loans have  increased from $1,225 million to $1,248  mil-
lion,  a 1.8% increase.  Managed loans at March 31, 1999 were $1,347 million.
<TABLE>
<CAPTION>

Loans are summarized as follows:                     March 31, 1999              March 31, 1998
                                                     --------------              --------------
                                                                  (In thousands)
         <S>                                            <C>                          <C>       
         Real estate mortgage                           $  405,866                   $  377,225
         Consumer                                          279,791                      276,409
         Commercial and financial                          245,106                      272,270
         Agricultural                                      167,267                      175,673
         Credit card                                        98,314                       86,751
         Real estate construction                           51,269                       37,142
                                                        ----------                   ----------
                                                        $1,247,613                   $1,225,470
                                                        ==========                   ==========
</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.  The
credit card portfolio  growth has occurred  primarily from the  acquisition of a
credit union portfolio in the third quarter of 1998 and from increased  Cabela's
Card  accounts  carried in portfolio.  The decrease in commercial  and financial
loans is attributed to paydowns and  refinancings.  The decline in  agricultural
loans largely  reflects lower cattle feeding  inventories  resulting from losses
incurred in this sector during 1998.  Consumer  loan growth has been  relatively
flat  reflecting  competitive  pressures and debt  consolidations  via home loan
refinancings.

Deposits have  increased from $1,718 million at March 31, 1998 to $1,738 million
at March 31, 1999, a 1.2%  increase.  The loan to deposit  ratio was 71.8% as of
March 31,  1999,  compared  to 71.3% at March 31,  1998.  Short-term  borrowings
totaled $255  million at March 31,  1999,  compared to $179 million at March 31,
1998, and $213 million at December 31, 1998.  Federal Home Loan Bank  borrowings
totaled $159  million at March 31,  1999,  compared to $106 million at March 31,
1998,  and $144 million at December  31,  1998.  Long-term  debt  consisting  of
Company capital notes decreased $2.5 million since March 31, 1998 because of the
annual principal  payment but did not change from December 31, 1998.  Subsequent
to  March  31,  1999,  the  Company  has  redeemed  the  remaining   balance  of
$13,500,000. The capital notes were refinanced with a seven-year amortizing loan
from a commercial  bank.  The rate is fixed at 6.2%.  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.

Stockholders' equity to assets was 9.9% as of March 31, 1999. The net unrealized
gains on available for sale securities  decreased  $6,555,000 since December 31,
1998.

The first  quarter  1999  decrease  in  unrealized  gains and losses on debt and
equity  securities  classified as available for sale,  was due to the decline in
the stock values in the Global Fund in the first three  months of 1999  combined
with an increase in bond yields.  The first  quarter 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
March 31,  1998,  the stock had a market  value of $7 million,  and at March 31,
1999, the stock had a market value of $1.1 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
                                                ----------------   ------------------     ---------------------
As of March 31, 1999:
  Total Capital (to Risk Weighted Assets):
<S>                                            <C>         <C>      <C>          <C>        <C>         <C>
     Consolidated                              $274,274    16.7%    $131,742     8.0%           N/A
     National Bank of Commerce                  116,519    12.4       75,210     8.0        $94,013     10.0%
  Tier I Capital (to Risk Weighted Assets):
     Consolidated                               251,558    15.3       65,871     4.0            N/A
     National Bank of Commerce                  104,767    11.1       37,605     4.0         56,408      6.0
  Tier I Capital  (to Quarterly Average Assets):
     Consolidated                               251,558    10.6       94,535     4.0            N/A
     National Bank of Commerce                  104,767     7.9       53,265     4.0         66,581      5.0

As of December 31, 1998:
  Total Capital (to Risk Weighted Assets):
     Consolidated                              $252,967    15.4%    $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>


                                Nebraska Economy

Recent economic data shows that the economy remains strong in the  Omaha/Lincoln
metro areas,  but there are some signs of weaknesses for  businesses  engaged in
agricultural  services/trade.  A lack of qualified  applicants  hinders economic
growth  across the state.  Construction  activity  has been solid,  while retail
sales growth has been favorable.  The manufacturing  base in the state continues
to operate at  expanding  levels.  Motor  vehicle  sales have been  strong.  The
state's  fiscal  position is favorable  from the  standpoint of tax receipts and
budgeted  expenditures.  The U. S. economy should  continue to realize  moderate
growth as the Federal Reserve Board attempts to maintain  balance between growth
and inflation. Agricultural exports have been reduced due to the Asian and other
markets'  economic  uncertainties,  but some  recovery  is  beginning  to become
evident. Personal bankruptcy filings have stabilized but remain at high levels.

The  financial  results of the 1998  Nebraska  farm sector  were not good.  Crop
prices are below cost of production levels.  Loan deficiency payments and market
transition  payments  helped to soften the impact of lower grain prices.  Cattle
feeders  lost  money  throughout  all of 1998,  however  profitability  has been
restored during the first months of 1999.  Ranch  operations  reflected  profits
throughout  1998,  and  profitability  is  expected  in 1999 as beef cow numbers
continue to decline. Hog producers lost money for most of 1998 and for the early
part of 1999.

                                    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 problem.
The Company has incorporated  these guidelines into its Year 2000 plan.  Certain
subsidiaries  of the  Company  have been  examined  by both  regulators  and the
Company's own internal  audit staff and will be subject to ongoing  examinations
with regard to their Year 2000 readiness.

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.  A report is
given to the Company's  Board of Directors on a quarterly basis on the status of
the Year 2000 project.

0    The Company  considers the  awareness  phase of its Year 2000 Project to be
     substantially  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
     substantially complete for internal mission critical systems. Assessment of
     external  services  and  systems  has been  dependent,  in part,  on vendor
     management  surveys.  The Company has completed this 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.  The Company  believes that this phase of its
     Year 2000 Project was substantially  completed as of December 31, 1998 with
     respect to internal mission critical systems.

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 begun both types of tests  related to its project
     and to the extent  feasible,  plans to  substantially  complete testing and
     implementation of mission critical systems and services by June 30, 1999.

The Costs to Address the Company's Year 2000 Issues.  Through December 31, 1998,
cumulative  costs  relating  directly  to Year 2000 issues  since the  project's
inception have totaled  approximately  $5.5 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  $7.0 million
and,  therefore,  the total  estimated  Year 2000 Project  costs from  inception
through completion should approximate $12.5 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 effected.  Some of the commercial financial services
that could be effected  are credit card  merchant  processing,  commercial  cash
management  services and financial  institution data processing  services.  Year
2000 failures  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 failures, 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 problems could also have a material adverse effect on the Company. The
Company is unable to quantify, in any reasonable manner, the financial impact of
these possible adverse  effects,  due to the uncertainty  involved.  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 is in the process of developing
contingency plans to address  potential Year 2000  interruptions of its internal
and external mission critical systems and services.  For example, the Company is
developing  plans to provide the liquidity that would be needed to meet possible
unusually high cash demands generated by the publicity concerning potential Year
2000 issues for financial institutions. The initial contingency planning process
is well under way as of March 31,  1999.  These plans will be subject to ongoing
review, testing and adjustment.  Contingency plans may be limited or problematic
for some  systems  or  services  because  there  may be no  reasonable  economic
alternatives  for these  systems or  services.  There can be no  assurance  that
contingency plans will fully mitigate Year 2000 problems.

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
form  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.

                           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.

           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  committee,  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  $400  million of assets  where  interest  rates are
adjustable, primarily in a 30-day time frame.

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 has adopted an interest rate risk policy
which establishes  maximum decreases in EVE of 6%, 12%, 18% and 25% in the event
of a sudden and sustained 50 to 200 basis points  increase or decrease in market
interest rates.

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:

As of December 31, 1998
<TABLE>
<CAPTION>
                                                                                     Percent Change 
                                                                                     -----------------      
       Change in                               Economic Value      Actual                        Board
     Interest Rates                              Of Equity         Change            Actual      Limit
     ------------------------                  -------------      ---------          ------     ------
     <S>                                           <C>            <C>                <C>          <C>  
     200 basis point increase                      $222,998       $(30,480)          (12.0)%      (25)%
     150 basis point increase                       230,033        (23,445)           (9.2)       (18)
     100 basis point increase                       238,150        (15,328)           (6.0)       (12)
     50 basis point increase                        246,200         (7,278)           (2.9)        (6)
     Base scenario                                  253,478              -             -            -
     50 basis point decrease                        257,332          3,854             1.5         (6)
     100 basis point decrease                       259,256          5,778             2.3        (12)
     150 basis point decrease                       261,947          8,469             3.3        (18)
     200 basis point decrease                       264,680         11,202             4.4        (25)
</TABLE>
The  preceding  table  indicates  that at December 31,  1998,  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.  At December 31, 1998, the Company's  estimated changes in
EVE were within the targets  established  by the Board of Directors.  There have
been no material  changes in the Company's  EVE or in interest rate  sensitivity
from December 31, 1998 to March 31, 1999.

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 December 31,
1998. 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>

                                               December 31, 1998
                                             Fair            Actual
       Change in Prices                      Value           Change
       ----------------                     --------         ------
       <S>                                <C>              <C>     
       15% increase                       $83,097          $ 10,839
       10% increase                        79,484             7,226
       5% increase                         75,871             3,613
       Current fair value                  72,258                 -
       5% decrease                         68,645            (3,613)
       10% decrease                        65,032            (7,226)
       15% decrease                        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 33% 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 25% of the  quarters in the past three
years;  a 5% or less  decrease  has  occurred in 17% of the quarters in the last
three years;  and a 5% to 10% decrease has occurred in one quarter over the past
three years.  There have been no material  changes in the  Company's  marketable
equity securities portfolio from December 31, 1998 to March 31, 1999.

In  conclusion,  the  analysis of the above data  indicates  that the  Company's
earnings could be adversely effected by a decrease in interest rates. All of the
estimated changes fall within the guidelines of the Company's Board of Directors
and the risks they are  willing  to take in order to  generate  profits  for the
Company.


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, 1999                         By:   James Stuart Jr.            
     ---------------------                       ------------------------------
                       James Stuart, Jr., Chairman and CEO



Date:  May 12, 1999                         By:  Donald Kinley           
     ---------------------                       -----------------------------
                    Donald Kinley, Senior Vice President and
                      Treasurer (Chief Accounting Officer)