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, 1998                Commission File No. 0-14277

                            First Commerce Bancshares, Inc.
-----------------------------------------------------------------------------

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


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


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



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



"Indicate  by check  mark  whether  the  Registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934 during the preceding  twelve months (or for such shorter period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

YES      X            NO
      -------            ----------


Common stock,  $.20 par value;  outstanding  at March 31, 1998 
         Class A Common    2,591,336 shares. 
         Class B Common   10,938,951 shares.


<PAGE>


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

                                                                       (Unaudited)
                                                                   March 31, 1998            December 31, 1997
                                                                   --------------            -----------------

<S>                                                                    <C>                       <C>        
Cash and due from banks                                                $   160,242               $   156,664
Federal funds sold                                                          50,200                    36,495
                                                                       -----------               -----------
  Cash and cash equivalents                                                210,442                   193,159
Mortgages held for sale                                                     73,389                    31,360
Securities available for sale (cost of
  $295,894,000 and $303,172,000)                                           326,767                   336,857
Securities held to maturity (fair value of
  $365,181,000 and $367,489,000)                                           360,127                   362,768
Loans                                                                    1,225,470                 1,236,443
Less allowance for loan losses                                              22,504                    22,458
                                                                       -----------               -----------
  Net loans                                                              1,202,966                 1,213,985
Premises and equipment                                                      56,483                    54,468
Other assets                                                                62,494                    58,503
                                                                       -----------               -----------
                                                                       $ 2,292,668               $ 2,251,100
                                                                       ===========               ===========

Deposits:
  Noninterest bearing                                                  $   353,336               $   353,109
  Interest bearing                                                       1,364,994                 1,296,385
                                                                       -----------               -----------
                                                                         1,718,330                 1,649,494

Securities sold under agreement to repurchase and
  other short-term borrowings                                              179,395                   198,395
Federal Home Loan Bank borrowings                                          105,600                   120,450
Accrued expenses and other liabilities                                      35,499                    34,011
Long-term debt                                                              16,170                    16,170
                                                                       -----------               -----------
  Total liabilities                                                      2,054,994                 2,018,520

Stockholders' equity:
  Common stock:
    Class A voting, $.20 par value; authorized
    10,000,000 shares; issued and outstanding
    2,591,336 shares;                                                          518                       518
    Class B non-voting, $.20 par value; authorized
    40,000,000 shares; issued and outstanding
    10,938,951 shares                                                        2,188                     2,188
Paid in capital                                                             21,601                    21,601
Retained earnings                                                          192,846                   186,377
Net unrealized gains on securities available for
    sale (net of tax)                                                       20,521                    21,896
                                                                       -----------               -----------
Total stockholders' equity                                                 237,674                   232,580
                                                                       -----------               -----------
                                                                       $ 2,292,668               $ 2,251,100
                                                                       ===========               ===========



</TABLE>

See notes to consolidated condensed financial statements.


<PAGE>


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

                                                                                          Three Months Ended
                                                                                                   March 31,
                                                                                                  1998          1997
                                                                                             -----------   ---------
Interest income:
<S>                                                                                             <C>         <C>       
  Loans                                                                                         $27,618     $  24,553
  Investment securities:
    Taxable                                                                                        9,998        9,671
    Non-taxable                                                                                      351          359
    Dividends                                                                                        450          206
Mortgages held for sale                                                                              713          274
Short-term investments                                                                               374          455
                                                                                                --------     --------
    Total interest income                                                                         39,504       35,518
Interest expense:
  Deposits                                                                                        15,281       14,404
  Short-term borrowings                                                                            2,283        1,680
  Federal Home Loan Bank borrowings                                                                1,470          804
  Long-term debt                                                                                     345          396
                                                                                                --------     --------
    Total interest expense                                                                        19,379       17,284
                                                                                                --------     --------
Net interest income                                                                               20,125       18,234
Provision for loan losses                                                                          1,496        2,584
                                                                                                --------     --------
Net interest income after provision for loan losses                                               18,629       15,650
Noninterest income:
  Service charges and fees to customers                                                           11,908        9,495
  Trust services                                                                                   1,736        1,975
  Gains on securities sales                                                                          839        3,255
  Other income                                                                                       509          466
                                                                                                --------     --------
    Total noninterest income                                                                      14,992       15,191
                                                                                                --------     --------
Noninterest expense:
  Salaries and employee benefits                                                                  10,704        9,702
  Occupancy and equipment                                                                          2,328        2,158
  Fees and insurance                                                                               3,402        2,657
  Other expenses                                                                                   5,407        4,632
                                                                                                --------     --------
    Total noninterest expense                                                                     21,841       19,149
                                                                                                --------     --------

Income before income taxes                                                                        11,780       11,692
Income tax provision                                                                               4,160        4,129
                                                                                                --------     --------
    Net income                                                                                  $  7,620     $  7,563
                                                                                                ========     ========

Weighted average shares outstanding                                                               13,530       13,547
                                                                                                ========     ========

Basic net income per share                                                                      $    .56     $    .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,
                                                                          ---------------------
                                                                            1998           1997
                                                                          --------       ------

<S>                                                                    <C>               <C>        
Net cash flows from operating activities                               $ (33,661)        $  4,471

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                 28,620           13,663
  Purchase of held to maturity securities                                (25,979)         (34,117)
  Proceeds from maturities of available for sale securities                7,081            8,466
  Proceeds from sales of available for sale securities                     6,019           12,910
  Purchase of available for sale securities                               (4,848)          (5,564)
  Net decrease in loans                                                    9,523            8,963
  Capital expenditures                                                    (3,233)          (2,468)
  Proceeds from derivative financial instrument                              697                -
  Other                                                                       (5)             (12)
                                                                          ------           -------
Net cash flows from investing activities                                  17,875            1,841
                                                                          ------           -------
Cash flows from financing activities:
  Increase in deposits                                                    68,836           11,717
  (Decrease)/Increase in securities sold under agreement
     to repurchase and other short-term borrowings                       (19,000)          22,919
  Net decrease in Federal Home Loan Bank borrowings                      (14,850)         (45,194)
  Cash dividends paid                                                     (1,151)          (1,018)
  Other                                                                     (766)             (21)
                                                                         -------          -------
Net cash flows from financing activities                                  33,069          (11,597)
                                                                         -------          -------
Net increase/(decrease) in cash and cash equivalents                      17,283           (5,285)
                                                                         -------          -------
Cash and cash equivalents at January 1                                   193,159          159,837
                                                                         -------          -------
Cash and cash equivalents at March 31                                   $210,442         $154,552
                                                                        ========         ========

</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, 1998, and the results of their  operations.
The consolidated  condensed  financial  statements should be read in conjunction
with the annual consolidated financial statements and the notes thereto included
in the  Company's  1997 annual  report and Form 10-K.  Certain 1997 amounts have
been reclassified to conform to 1998 classifications.  The results of operations
for the unaudited  three-month  period ended March 31, 1998, are not necessarily
indicative  of the results  which may be expected for the entire  calendar  year
1998.

B.  ALLOWANCE FOR LOAN LOSSES

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

                                                                           1998             1997
                                                                          ------           -----
                                                                       (Amounts in Thousands)

<S>                                                                    <C>               <C>    
Balance, January 1                                                     $22,458           $20,157
  Provision for loan losses                                              1,496             2,584
  Charge-offs                                                           (2,045)           (2,097)
  Recoveries                                                               595               642
                                                                       -------          --------
Balance, March 31                                                      $22,504           $21,286
                                                                       =======           =======
</TABLE>

C.  INVESTMENT SECURITIES

During the first three months of 1998 and 1997,  the Company  realized  $839,000
and $3,255,000, respectively, in profits on the sale of securities available for
sale.  During the first three months of 1998 and 1997,  the Company did not sell
any held to maturity securities.

D.    COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS130),  "Reporting  Comprehensive  Income." This statement
establishes  standards for reporting and display of comprehensive income and its
components  in  a  full  set  of  financial  statements.  The  Company's  "other
comprehensive  income" is comprised of  unrealized  gains and losses on debt and
equity securities classified as available for sale. "Other comprehensive income"
for the first quarters of 1998 and 1997 was a negative  $1,375,000,  net of tax;
and  a  negative  $3,072,000,   net  of  tax,   respectively.   Thereby,   total
"comprehensive  income" for the first quarter of 1998 was $6,245,000 as compared
to  book  net  income  of  $7,620,000.  For the  first  quarter  of  1997  total
"comprehensive  income"  was  $4,491,000  as  compared  to book  net  income  of
$7,563,000.

The first  quarter  1998  decrease  in  unrealized  gains and losses on debt and
equity  securities  classified as available for sale, 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.  The decline in the market value of Transcrypt was partially  offset
by a net  increase in market value of other  available  for sale  securities  of
$6,688,000.  During the first quarter of 1998,  the Company  settled a collar on
200,000 shares of Transcrypt and realized $697,000. Under the deferral method of
accounting,  the gain,  net of tax, was deferred and will be  recognized  in the
same period as the gains or losses on the item being hedged.

On April 27,  1998,  Transcrypt  was  informed by NASDAQ that it would  effect a
temporary  qualification  trading halt in the Transcrypt common stock through at
least May 7, 1998, the date on which NASDAQ has scheduled a hearing to determine
whether  the stock will  continue  to be listed on the NASDAQ  National  Market.
Transcrypt  has not filed its annual report on Form 10-K with the Securities and
Exchange Commission for the year ended December 31, 1997.
<PAGE>
                                FINANCIAL REVIEW
                   Three Months Ended March 31, 1998 and 1997

Results of Operations
Net income for the three months ended March 31, 1998, was $7,620,000 or $.56 per
share as compared to  $7,563,000  or $.56 per share for the same period one year
ago. Net income for the three months ended  December 31, 1997, was $5,755,000 or
$.43 per share. Net income for the first three months of 1998 includes  $839,000
in gains primarily from the sale of investments in the Company's Global fund, as
compared  to gains  of  $3,255,000  for the same  period  one year  ago.  If the
securities  gains were  excluded  for both  periods,  net income would have been
$7,074,000 and $5,447,000,  respectively.  On a per share basis,  earnings would
have been $.52 per share and $.40 per share respectively.

Net Interest Income
Net interest income (interest income less interest  expense) was $20,125,000 for
the first  quarter of 1998,  compared to  $18,234,000  for the first  quarter of
1997, and  $20,132,000  for the last quarter of 1997. The primary reason for the
increase  in net  interest  income was an increase  in earning  assets.  Earning
assets at March 31,  1998,  March 31,  1997,  and  December 31, 1997 were $2,036
million,  $1,828  million,  and $2,004 million,  respectively.  The net yield on
earning assets (net interest income divided by earning assets) was approximately
4.2% as of March 31,  1998 and 1997.  Loans  were  $1.225  billion at the end of
March 1998,  as compared to $1.111  billion at the same time a year ago, a 10.3%
increase.  Investments  were $687  million at March 31, 1998 as compared to $653
million at March 31, 1997, a 5.2% increase.

Provision for Loan Losses
The provision for loan losses was $1,496,000 for the first three months of 1998,
as compared to $2,584,000 for the first three months of 1997, a 42.1%  decrease.
In addition to a decline in charge offs on loans other than credit cards, credit
card charge offs  stabilized in the last few months.  For the first three months
of 1998 net  charge-offs  were  $1,450,000  compared to $1,455,000  for the same
period a year ago. Net credit card charge offs totaled $1.3 million for the last
quarter of 1997 and the first quarter of 1998,  compared to $1.1 million for the
first  quarter of 1997.  Other  consumer  loan net  charge-offs  decreased  when
compared  to  the  first  three  months  of  1997.  As  a  percentage  of  loans
outstanding,  the loan  loss  reserve  was 1.8% as of March  31,  1998 and 1997.
Overall,  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, 1997,  although  management  will  continue to monitor  credit card
quality and other loan trends.

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

                                                          March 31, 1998          December 31, 1997
                                                          --------------          -----------------
     <S>                                                     <C>                           <C>  
     Loans accounted for on a non
       accrual basis                                         $1,334,000                    $1,581,000

     Accruing loans which are contractually
       past due 90 days or more as to
       principal or interest payment                          1,392,000                     1,106,000

     Loans not included above which
     are "troubled debt restructurings"                       1,509,000                     1,530,000
</TABLE>

The increase in accruing loans that are  contractually  past due 90 days or more
is primarily due to one commercial real estate loan and two  agricultural  loans
to one  borrower,  all of which are in the  process of  resolution.  Non accrual
loans and troubled debt  restructurings  have decreased since December 31, 1997.
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.


<PAGE>


Noninterest Income
Noninterest  income for the first  three  months  was  $14,992,000  compared  to
$15,191,000  for the first three months of 1997, a 1.3% decrease.  If securities
gains were excluded,  noninterest income would have been $14,153,000 compared to
$11,936,000, an 18.6% increase. Computer fees increased $633,000 or 30.1% due to
an increase in conversion and annual processing fees. Credit card fees increased
$423,000  primarily  due to an  increase in  interchange  and  merchant  income.
Mortgage  banking  income  increased  55.6%  over the same  period  one year ago
because of the large volume of mortgage  refinancings  in first quarter 1998. In
September  1997,  the Company  converted its common trust funds to mutual funds,
the "Great  Plains  Family of Funds."  Fees earned from these  mutual  funds are
included in other service charges and fees which accounts for the 39.1% increase
in this income  category.  This also  accounts  for the 12.1%  decrease in trust
services  income.  Gains on the sale of  securities  were  $839,000 in the first
three  months of 1998 as compared  to  $3,255,000  in the first three  months of
1997, a $2,416,000  decrease.  These gains were  primarily the result of selling
certain positions held in the Company's Global Fund.

The following table shows the breakdown of noninterest income and the percentage
change:
<TABLE>
<CAPTION>
                                                             (In Thousands)             Percent
                                                                   March 31,            Increase/
                                                             1998        1997          (Decrease)
                                                          -------     -------          ----------
         <S>                                            <C>          <C>                   <C>  
         Computer services                              $  2,735     $  2,102              30.1%
         Credit card                                       3,562        3,139              13.5
         Mortgage banking                                  1,866        1,199              55.6
         Service charges on deposits                       1,296        1,294                .2
         Other service charges and fees                    2,449        1,761              39.1
         Trust services                                    1,736        1,975             (12.1)
         Gains on securities sales                           839        3,255             (74.2)
         Other income                                        509          466               9.2
                                                         -------      -------
         Total noninterest income                        $14,992      $15,191              (1.3)
                                                         =======      =======
</TABLE>

Noninterest Expense
Noninterest  expenses  were  $21,841,000  for the first three  months of 1998 as
compared to $19,149,000 for the same period one year ago. This is an increase of
$2.7 million or 14.1% from a year ago. Salaries and employee benefits  increased
$1,002,000  or 10.3%  generally due to increases in the levels of pay and number
of employees.  Equipment  expenses increased $237,000 or 21.5% due to additional
equipment  purchases,  primarily computer related.  Fees and insurance increased
$145,000 or 15.7% from the same period one year ago  primarily  due to increased
legal,  credit report and filing fees.  Credit card  processing  fees  increased
$600,000 due to increased  activity and an increase in Cabela's  bucks  expense,
points  earned from using the Cabela's  credit  card,  which can be redeemed for
merchandise at Cabela's.  The decrease in minority  interest expense is directly
related to the  decrease in profits in the Cabela's  credit card joint  venture.
Amortization of mortgage servicing rights increased $600,000 or 137.3% due to an
increase in the volume of mortgages serviced by First Commerce Mortgage combined
with a significant  increase in  refinancings  during the first quarter of 1998,
which results in the early write-off of capitalized mortgage servicing rights on
loans being refinanced.




<PAGE>


The  following  table  shows  the  breakdown  of  noninterest  expense  and  the
percentage change:
<TABLE>
<CAPTION>
                                                             (In Thousands)               Percent
                                                                  March 31,              Increase/
                                                           1998           1997          (Decrease)
                                                        --------       ---------        ----------
         <S>                                             <C>              <C>                <C>  
         Salaries and employee benefits                  $10,704          $9,702             10.3%
         Net occupancy expense                               990           1,057             (6.3)
         Equipment expense                                 1,338           1,101              21.5
         Fees and insurance                                1,068             923              15.7
         Credit card fees                                  2,334           1,734             34.6
         Communications                                    1,058           1,108             (4.5)
         Supplies                                            673             615              9.4
         Business development                                885             842              5.1
         Other expenses                                    1,390           1,268              9.6
         Minority interest                                   231             372            (37.9)
         Goodwill amortization                               127             127             --
         Amortization of mortgage servicing rights         1,037             437            137.3
         Net cost of other real estate owned                   6            (137)          (104.4)
                                                        --------        ---------
         Total noninterest expense                       $21,841         $19,149             14.1
                                                         =======         =======
</TABLE>

The Company's  efficiency  ratio -- noninterest  expense  (excluding net cost of
other real estate,  minority interest and goodwill  amortization) divided by the
sum  of  net  interest  income  and  noninterest  income  (excluding  securities
gains/losses) -- was 62.7% and 62.3% at March 31, 1998 and 1997, respectively.

Financial Condition at March 31, 1998
-------------------------------------
Total assets at March 31,  1998, were $2,293 million, compared to $2,022 million
at March 31, 1997, a 13.4% increase.  Total assets at December 31, 1997, were 
$2,251 million.

Since March 31, 1997, loans have increased from $1,111 million to $1,225 mil-
lion, a 10.3% increase.  Managed loans at March 31, 1998 were $1,308 million.
<TABLE>
<CAPTION>

Loans are summarized as follows:                     March 31, 1998              March 31, 1997
                                                     --------------              --------------
                                                                  (In thousands)
<S>                                                     <C>                          <C>       
         Real estate mortgage                           $  377,225                   $  343,761
         Consumer                                          276,409                      273,678
         Commercial and financial                          272,270                      254,976
         Agricultural                                      175,673                      109,946
         Credit card                                        86,751                       92,042
         Real estate construction                           37,142                       36,418
                                                           -------                      -------
                                                        $1,225,470                   $1,110,821
                                                        ==========                   ==========
</TABLE>

The increase in  agricultural  loans is primarily in the cattle  feeding  sector
reflecting higher cattle inventories at March 31, 1998. Increases in the balance
of the loan portfolio are  attributable  to the overall good economic  growth in
the State of Nebraska.

Deposits have  increased from $1,586 million at March 31, 1997 to $1,718 million
at March 31, 1998, an 8.3%  increase.  The loan to deposit ratio was 71.3% as of
March 31, 1998, compared to 70.0% at March 31, 1997.  Repurchase  agreements and
other short-term  borrowings totaled $179 million at March 31, 1998, compared to
$198 million at March 31, 1997,  and $198 million at December 31, 1997.  Federal
Home Loan Bank  borrowings  totaled $106 million at March 31, 1998,  compared to
$140 million at March 31, 1997, and $120 million at December 31, 1997. Long-term
debt  consisting of Company capital notes decreased $2.5 million since March 31,
1997 because of the annual  principal  payment but did not change from  December
31,  1997.  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 9.5% as of March 31, 1998. The net unrealized
gains on available for sale securities  decreased  $1,375,000 since December 31,
1997.

The first  quarter  1998  decrease  in  unrealized  gains and losses on debt and
equity  securities  classified as available for sale, 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.  The decline in the market value of Transcrypt was partially  offset
by a net  increase in market value of other  available  for sale  securities  of
$6,688,000.  During the first quarter of 1998,  the Company  settled a collar on
200,000 shares of Transcrypt and realized $697,000. Under the deferral method of
accounting,  the gain,  net of tax, was deferred and will be  recognized  in the
same period as the gains or losses on the item being hedged.

On April 27,  1998,  Transcrypt  was  informed by NASDAQ that it would  effect a
temporary  qualification  trading halt in the Transcrypt common stock through at
least May 7, 1998, the date on which NASDAQ has scheduled a hearing to determine
whether  the stock will  continue  to be listed on the NASDAQ  National  Market.
Transcrypt  has not filed its annual report on Form 10-K with the Securities and
Exchange Commission for the year ended December 31, 1997.

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, 1998:
  Total Capital (to Risk Weighted Assets):
<S>                                            <C>         <C>      <C>          <C>        <C>         <C>
     Consolidated                              $233,111    15.1%    $123,903     8.0%           N/A
     National Bank of Commerce                  110,864    12.1       73,423     8.0        $91,778     10.0%
  Tier I Capital (to Risk Weighted Assets):
     Consolidated                               211,603    13.7       61,951     4.0            N/A
     National Bank of Commerce                   99,392    10.8       36,711     4.0         55,067      6.0
  Tier I Capital  (to Quarterly Average Assets):
     Consolidated                               211,603     9.7       87,171     4.0            N/A
     National Bank of Commerce                   99,392     8.3       48,046     4.0         60,058      5.0

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


</TABLE>



<PAGE>


                                Nebraska Economy

The outlook for the Nebraska  economy is for favorable growth in employment (low
unemployment,  tight skilled labor  market),  personal  income (less growth than
national averages), and retail sales. Construction activity has stabilized.  The
manufacturing base in the state continues to operate at expanded production. The
state's fiscal  position is strong from the  standpoint of tax receipts,  as the
state's tax receipts have been exceeding projected receipts for the past several
months.  Stock  prices of  Nebraska-based  companies  have shown  strong  gains.
Personal  bankruptcy  filings have  materially  increased  during the past three
years (overextended credit), but may be stabilizing.

The  outlook of the  Nebraska  farm sector is more  uncertain.  Crop prices have
declined and crop yields will be dependent on growing season conditions.  Cattle
feeders have been incurring  material  losses during the past several months due
to high industry  inventory  levels.  Agricultural real estate values are higher
(cash rents are also higher).  Agricultural exports have been lower due to Asian
economic difficulties.

                           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) Exhibits.

                  Exhibit 1 - Amendments to Sections 2.02, 5.01, and 5.02 of the
                  First Commerce Supplemental Executive Retirement and Deferred
                  Compensation Plan.

              (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, 1998                     By: James Stuart Jr.
     ---------------------                  -----------------
                                            James Stuart, Jr., Chairman and CEO



Date:  May 12, 1998                     By: Donald Kinley
     ---------------------                  -------------
                                            Donald Kinley, Vice President and
                                            Treasurer (Chief Accounting Officer)





























<PAGE>


EXHIBIT 1



         SECTION 2.02.  Executive Officer.  An Employee who either:

                           (1) holds the title of Senior Vice  President or some
                  higher title and who receives a base annual salary equal to or
                  in excess of the  contribution and benefit base established by
                  the  Commissioner of Social Security for such year pursuant to
                  42 U.S.C. ss.430; or

                           (2) received  from the  Company,  during the calendar
                  year  immediately  preceding  the  period of  deferral,  total
                  remuneration for services (including commissions,  bonuses and
                  incentives in addition to other Compensation) in excess of the
                  amount  specified or calculated  pursuant to Internal  Revenue
                  Code ss. 414(q)(1)(B),  as the same may hereafter be increased
                  from time to time.

         Provided,  an Employee who was an Executive  Officer within the meaning
of this section prior to its amendment  effective as of January 1, 1997, and who
was a Participant in this Plan at the time of its amendment effective January 1,
1997,  shall  continue  to  be  considered  an  "Executive  Officer"  thereafter
regardless of whether said Executive Officer continues to satisfy the definition
set forth in the foregoing subsection (1). In addition, once an Employee becomes
an  Executive  Officer  within  the  meaning  of  subsection  (1) and  becomes a
Participant  in the Plan,  such  Participant  shall continue to be considered an
Executive  Officer for purposes of  participation  in this Plan even though such
individual's  base  salary no longer  equals or  exceeds  the  contribution  and
benefit  base  established  pursuant  to  42  U.S.C.  ss.430,  as  long  as  the
individual's base salary has not been reduced.


<PAGE>


EXHIBIT 1



         SECTION  5.01.  Deferral  Contributions  for Executive  Officers.  Each
Participant  who is an Executive  Officer may elect,  on forms  furnished by the
Sponsoring  Company,  to reduce his or her  Compensation  and/or any  bonuses or
commissions  or  incentives   otherwise  payable  to  said  Participant  by  the
percentage(s)  specified by the  Participant  in an  appropriate  election form;
provided,  however,  that a Participant  may not defer more than twenty  percent
(20%)  of  his  or  her  Compensation   (excluding   bonuses,   commissions  and
incentives),  and  provided,  further,  that  an  Executive  Officer  who  is  a
participant in the Thrift Plan may only elect to reduce his or her  compensation
and/or  bonuses,  commissions  or  incentives  pursuant to this  Section if such
Executive Officer shall also be making the maximum amount of elective  deferrals
permissible for such Executive  Officer under the terms of said Thrift Plan. The
amounts of such reductions in Compensation or bonuses, commissions or incentives
shall be  contributed  to the Plan on behalf of such  Participant by the Company
which  employs  such  Participant.  In  addition,  each  Participant  who  is an
Executive  Officer  may  elect  to  defer  his  or  her  right  to  receive  any
distribution of Excess Contributions,  Excess Aggregate  Contributions or Excess
Amounts  pursuant  to the Thrift  Plan or any  Excess  Amounts  pursuant  to the
Retirement  Accumulation Plan (or, if such distributions cannot be deferred,  an
amount from other compensation and/or bonuses, commissions or incentives payable
by the  Company to the  Participant  which is equal to the amount of such Excess
Contributions,  Excess Aggregate  Contributions or Excess Amounts),  and in such
event, the Company shall contribute any such amounts so deferred to this Plan on
behalf of such Participant. Each such election shall be made prior to the period
of deferral specified in the election and shall be irrevocable as to such period
of deferral.  A period of deferral  shall commence on January 1 and shall not be
shorter than twelve  months  long.  Provided,  an Executive  Officer who becomes
eligible to  participate  in the Plan as a result of the March 1, 1998 amendment
to the Plan may make an election pursuant to this paragraph within 30 days after
March 1,  1998,  but such  election  shall  apply  only to  Compensation  and/or
bonuses,  commissions or incentives  for services to be performed  subsequent to
the  election.  All  contributions  due on behalf of a  Participant  under  this
paragraph shall be called "Deferral  Contributions," and shall be in addition to
any contribution due pursuant to paragraphs 6.01 and 6.02 hereof with respect to
the same  Participant.  For purposes hereof,  the terms "Excess  Contributions",
"Excess  Aggregate  Contributions"  and "Excess Amounts" shall have the meanings
set forth in the Thrift Plan and Retirement Accumulation Plan.




<PAGE>


EXHIBIT 1



         SECTION 5.02.  Company  Contributions for Executive  Officers.  Company
contributions  are made to the Thrift Plan and Retirement  Accumulation  Plan on
behalf of Executive  Officers who  participate  in such plans.  Generally,  such
contributions  are calculated as a percentage of the elective  deferrals made by
such participants under the Thrift Plan and as a percentage of the participants'
compensation  under the Retirement  Accumulation  Plan.  Because of a variety of
restrictions  placed on the  Thrift  Plan and  Retirement  Accumulation  Plan by
Internal Revenue Code requirements,  the amount of Company contributions made to
the  Thrift  Plan  and  Retirement  Accumulation  Plan for the  account  of such
participants  is reduced  from the amount which would  otherwise be  contributed
using the straight  percentage  formulas  applicable to less highly  compensated
employees.  In addition,  any Deferral  Contributions under Section 5.01 of this
Plan have the effect of reducing a participant's  "compensation" for purposes of
the Thrift Plan and  Retirement  Accumulation  Plan,  and therefore may have the
effect of further  reducing or  curtailing  the amount of company  contributions
made to such plans on behalf of  Participants  who make  deferral  contributions
hereunder. It is the purpose and intention of this Plan to provide for a company
Contribution  on behalf of  Executive  Officers  whose  contributions  under the
Thrift Plan and Retirement Accumulation Plan have been so reduced, the amount of
which  Company  Contribution  shall be so  calculated as to make up for any such
reduction or curtailment of  contributions  under the Thrift Plan and Retirement
Accumulation Plan.

                  Therefore,   each  Plan  Year  each   Company   shall  make  a
contribution  to the Plan on  behalf  of each  Participant  who is an  Executive
Officer in an amount, if any, calculated pursuant to this section. The amount of
such Company Contribution shall be calculated as follows:

         a)       First, there shall be calculated the sum of the following:

                  1) the Employer Contributions which would have been allocated
                     to a Participant's account under the Retirement Accumula-
                     tion Plan plus;

                  2) the Matching  Contributions which would have been allocated
                  to a  Participant's  account  under the Thrift Plan,  assuming
                  such  Participant  elected  to  contribute  6% of  his  or her
                  compensation as a Basic Pre-Tax Contribution under such Thrift
                  Plan.

         For  purposes of the  foregoing  calculations,  the amounts of Employer
         Contributions  and Matching  Contributions  shall be  calculated  as if
         "Compensation"  for purposes of such Retirement  Accumulation  Plan and
         Thrift  Plan  had not been  limited  to  $150,000  (as  adjusted  under
         Internal  Revenue Code Section  404(l)) and had not been reduced by the
         amount of any Deferral Contributions under this Plan.

         b) Second, the amount calculated under a) above shall be reduced by the
         sum of the amounts of Employer Contributions and Matching Contributions
         actually  allocated to the Participant's  accounts under the Retirement
         Accumulation  Plan and the Thrift Plan, and shall be further reduced by
         the amounts of Excess Contributions, Excess Aggregate Contributions and
         Excess Amounts  distributed to the  Participant  under such  Retirement
         Accumulation  Plan and  Thrift  Plan (and by any  payments  made to the
         Participant  which are  attributable  to or made in lieu of such Excess
         Contributions, Excess Aggregate Contributions or Excess Amounts).

For   purposes   hereof,   the   terms   "Employer   Contributions,"   "Matching
Contributions," "Basic Pre-Tax Contribution,"  "Excess  Contributions,"  "Excess
Aggregate  Contributions" and "Excess Amounts" shall have the meanings set forth
in the Thrift Plan and Retirement Accumulation Plan.