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 June 30, 1998           Commission File No. 0-14277

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

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


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


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



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



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

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


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


<PAGE>


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

                                                                       (Unaudited)
                                                                   June 30, 1998             December 31, 1997
                                                                   -------------             -----------------

<S>                                                                    <C>                       <C>
Cash and due from banks                                                $   142,428               $   156,664
Federal funds sold                                                          26,785                    36,495
                                                                       -----------               -----------
  Cash and cash equivalents                                                169,213                   193,159
Mortgages held for sale                                                     51,701                    31,360
Securities available for sale (cost of
  $304,078,000 and $303,172,000)                                           327,308                   336,857
Securities held to maturity (fair value of
  $393,172,000 and $367,489,000)                                           388,265                   362,768
Loans                                                                    1,222,916                 1,236,443
Less allowance for loan losses                                              22,691                    22,458
                                                                       -----------               -----------
  Net loans                                                              1,200,225                 1,213,985
Premises and equipment                                                      57,869                    54,468
Other assets                                                                65,029                    58,503
                                                                       -----------               -----------
                                                                       $ 2,259,610               $ 2,251,100
                                                                       ===========               ===========

Deposits:
  Noninterest bearing                                                  $   350,569               $   353,109
  Interest bearing                                                       1,336,604                 1,296,385
                                                                       -----------               -----------
                                                                         1,687,173                 1,649,494

Securities sold under agreement to repurchase and
  other short-term borrowings                                              169,507                   198,395
Federal Home Loan Bank borrowings                                          117,750                   120,450
Accrued expenses and other liabilities                                      31,849                    34,011
Long-term debt                                                              13,669                    16,170
                                                                       -----------               -----------
  Total liabilities                                                      2,019,948                 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                                                          199,802                   186,377
Net unrealized gains on securities available for
    sale (net of tax)                                                       15,553                    21,896
                                                                       -----------               -----------
Total stockholders' equity                                                 239,662                   232,580
                                                                       -----------               -----------
                                                                       $ 2,259,610               $ 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             Six Months Ended
                                                                     June 30,                      June 30,
                                                                  1998             1997           1998         1997
                                                            -----------      -----------     -----------  ---------
Interest income:
<S>                                                            <C>               <C>            <C>           <C>
  Loans                                                        $ 27,681          $25,381        $55,299$      $49,934
  Investment securities:
    Taxable                                                      10,277           10,075          20,275       19,746
    Non-taxable                                                     365              357             716          716
    Dividends                                                       606              374           1,056          580
  Mortgages held for sale                                           945              325           1,658          599
  Short-term investments                                            611              754             985        1,209
                                                               --------          -------        --------     --------
    Total interest income                                        40,485           37,266          79,989       72,784
Interest expense:
  Deposits                                                       15,896           15,105          31,177       29,509
  Short-term borrowings                                           2,191            2,261           4,474        3,940
  Federal Home Loan Bank borrowings                               1,444              438           2,914        1,242
  Long-term debt                                                    317              368             662          765
                                                               --------         --------        --------     --------
Total interest expense                                           19,848           18,172          39,227       35,456
                                                               --------          -------        --------     --------
Net interest income                                              20,637           19,094          40,762       37,328
Provision for loan losses                                         1.484            1,640           2,980        4,224
                                                               --------          -------        --------     --------
Net interest income after provision for loan losses              19,153           17,454          37,782      33,104
Noninterest income:
  Service charges and fees to customers                          12,400            9,445          24,308      18,940
  Trust services                                                  1,642            1,690           3,378        3,665
  Gains on securities sales                                       1,457            1,358           2,296        4,613
  Other income                                                      512              168           1,021          634
                                                               --------          -------        --------     --------
  Total noninterest income                                       16,011           12,661          31,003       27,852
                                                               --------          -------        --------     --------
Noninterest expense:
  Salaries and employee benefits                                 10,731            9,695          21,435       19,397
  Occupancy and equipment                                         2,520            2,340           4,848        4,498
  Fees and insurance                                              3,644            2,600           7,046        5,257
  Other expenses                                                  5,679            4,763          11,086        9,395
                                                               --------          -------        --------     --------
    Total noninterest expense                                    22,574           19,398          44,415       38,547
                                                               --------          -------        --------     --------

Income before income taxes                                       12,590           10,717          24,370       22,409
Income tax provision                                              4,485            3,817           8,645        7,946
                                                               --------          -------        --------     --------
    Net income                                                 $  8,105          $ 6,900        $ 15,725     $ 14,463
                                                                =======          =======         =======      =======

Weighted average shares outstanding                              13,530           13,546          13,530       13,547
                                                               ========          =======        ========     ========

Basic net income per share                                     $    .60          $   .51        $   1.16     $   1.07
                                                                =======           ======         =======      =======

</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>

                                                                            Six Months Ended
                                                                                  June 30,
                                                                            1998           1997
                                                                          --------       ------

<S>                                                                   <C>             <C>
Net cash flows from operating activities                                $ (6,175)       $  13,507

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                 53,435           26,810
  Purchase of held to maturity securities                                (78,932)         (84,290)
  Proceeds from maturities of available for sale securities               27,684           26,476
  Proceeds from sales of available for sale securities                    10,903           37,421
  Purchase of available for sale securities                              (36,889)         (11,619)
  Net decrease/(increase) in loans                                        10,780           (6,677)
  Capital expenditures                                                    (5,951)          (5,019)
  Proceeds from derivative financial instrument                              697                -
  Other                                                                       (5)             (12)
                                                                         --------         --------
Net cash flows from investing activities                                 (18,278)         (16,910)

Cash flows from financing activities:
  Increase in deposits                                                    37,679           21,928
  (Decrease)/Increase in securities sold under agreement
     to repurchase and other short-term borrowings                       (28,888)          42,418
  Net decrease in Federal Home Loan Bank borrowings                       (2,700)         (41,444)
  Cash dividends paid                                                     (2,300)          (2,034)
  Repayment of long term debt                                             (2,501)          (2,535)
  Other                                                                     (783)             (69)
                                                                         --------         --------
Net cash flows from financing activities                                     507           18,264
                                                                         --------         --------
Net (decrease)/increase in cash and cash equivalents                     (23,946)          14,861

Cash and cash equivalents at January 1                                   193,159          159,837
                                                                        --------         --------
Cash and cash equivalents at June 30                                    $169,213         $174,698
                                                                        ========         ========

</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 June 30, 1998, and the results of their  operations.
The consolidated  condensed  financial  statements should be read in conjunction
with the annual consolidated financial statements and the notes thereto included
in the  Company's  1997 annual  report and Form 10-K.  Certain 1997 amounts have
been reclassified to conform to 1998 classifications.  The results of operations
for the  unaudited  six-month  period ended June 30, 1998,  are not  necessarily
indicative  of the results  which may be expected for the entire  calendar  year
1998.

B.  ALLOWANCE FOR LOAN LOSSES

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

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

Balance, January 1                           $22,458           $20,157
  Provision for loan losses                    2,980             4,224
  Charge-offs                                 (4,071)           (4,187)
  Recoveries                                   1,324             1,540
                                             -------          --------
Balance, June 30                             $22,691           $21,734
                                             =======           =======

C.  INVESTMENT SECURITIES

During the first six months of 1998 and 1997,  the Company  realized  $2,296,000
and $4,613,000, respectively, in profits on the sale of securities available for
sale. During the first six 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 six months of 1998 and 1997 was a negative $6,343,000, net of tax;
and  a  positive  $5,431,000,   net  of  tax,   respectively.   Thereby,   total
"comprehensive  income"  for the first  six  months  of 1998 was  $9,382,000  as
compared  to book net  income of  $15,725,000.  For the first six months of 1997
total  "comprehensive  income" was $19,894,000 as compared to book net income of
$14,463,000.

The 1998 decrease in unrealized  gains and losses on debt and equity  securities
classified as available for sale since December 31, 1997, was due principally to
the decline in the market value of  Transcrypt  International,  Inc., a Lincoln,
Nebraska  based  company  that first sold shares in the public  stock  market in
1997. At December 31, 1997, the Company's original  investment of $429,000 had a
market value of $17 million;  at June 30, 1998,  the stock had a market value of
$2.5 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
$4,031,000.  During the first quarter of 1998,  the Company  settled a collar on
200,000 shares of Transcrypt and realized $697,000. Under the deferral method of
accounting,  the gain,  net of tax, was deferred and will be  recognized  in the
same period as the gains or losses on the item being hedged.



<PAGE>


                           FINANCIAL REVIEW
                 Six Months Ended June 30, 1998 and 1997

Results of Operations
---------------------
Net income for the six months ended June 30, 1998, was  $15,725,000 or $1.16 per
share as compared to $14,463,000 or $1.07 per share for the same period one year
ago. Net income for the three months ended June 30, 1998, was $8,105,000 or $.60
per share as  compared to  $6,900,000  or $.51 per share for the same period one
year ago.  Net income for the first six months of 1998  includes  $2,296,000  in
pre-tax gains  primarily from the sale of  investments  in the Company's  Global
Fund, as compared to pre-tax  gains of  $4,613,000  for the same period one year
ago. If the  securities  gains were excluded for both periods,  net income would
have been  $14,233,000  and  $11,465,000,  respectively.  On a per share  basis,
earnings would have been $1.05 per share and $.85 per share respectively.

Net Interest Income
-------------------
Net interest income (interest income less interest  expense) was $20,637,000 for
the second quarter of 1998,  compared to  $19,094,000  for the second quarter of
1997, and  $20,125,000 for the first quarter of 1998. The primary reason for the
increase  in net  interest  income was an increase  in earning  assets.  Earning
assets at June 30,  1998,  June 30,  1997,  and  December  31,  1997 were $2,017
million,  $1,865  million,  and $2,004 million,  respectively.  The net yield on
earning  assets  (net  interest  income  divided  by earning  assets)  decreased
slightly  to  approximately  4.14% as of June 30, 1998 from 4.22% as of June 30,
1997.  Loans were $1.223  billion at the end of June 1998, as compared to $1.125
billion at the same time a year ago,  an 8.7%  increase.  Investments  were $716
million at June 30,  1998,  compared to $669  million at June 30,  1997,  a 7.0%
increase.

Provision for Loan Losses
-------------------------
The  provision  for loan losses was  $2,980,000  for the first half of 1998,  as
compared to  $4,224,000  for the first half of 1997, a 29.5%  decrease.  For the
first six months of 1998 net charge-offs were $2,747,000  compared to $2,647,000
for the same period a year ago.  Credit card charge offs have  stabilized in the
past year.  Net credit card charge offs  totaled $2.5 million for the first half
of 1998 and for the first half of 1997.  As a percentage  of loans  outstanding,
the loan loss reserve was 1.9% as of June 30, 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>

                                                          June 30, 1998           December 31, 1997
                                                          -------------           -----------------

     <S>                                                     <C>                           <C>
     Loans accounted for on a non
       accrual basis                                         $1,280,000                    $1,581,000

     Accruing loans which are contractually
       past due 90 days or more as to
       principal or interest payment                          1,301,000                     1,106,000

     Loans not included above which
     are "troubled debt restructurings"                       1,466,000                     1,530,000
</TABLE>

The accruing  loans that are  contractually  past due 90 days or more are in the
process of resolution.  Non accrual loans and troubled debt  restructurings have
decreased  since  December  31,  1997,  due  primarily  to  the  pay  off of one
agricultural  loan.  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 $168  million in  agricultural  loans.  The Company is
concerned about low agricultural  commodity prices. Fat cattle feeders have lost
money for thirteen  consecutive  months.  Although  overall yields look good for
grain producers, grain prices are at three-year lows. Current weather conditions
and  world  economic  conditions  are  such  that  improvement  in  the  general
agricultural  economy is not likely over the near term.  Although the  Company's
borrowers are in relatively good financial condition, the tough environment they
are  working  under will have a negative  effect on  agricultural  producers  in
general,  and will have a negative  impact on the entire farm economy,  and thus
could have a negative impact on the Company.


<PAGE>


Noninterest Income
------------------
Noninterest  income  for the  first  six  months  was  $31,003,000  compared  to
$27,852,000 for the first six months of 1997, an 11.3%  increase.  If securities
gains were excluded,  noninterest income would have been $28,707,000 compared to
$23,239,000,  a 23.5% increase.  Computer fees increased $1,015,000 or 24.5% due
to an  increase  in  conversion  and annual  processing  fees.  Credit card fees
increased  $1,141,000  primarily due to an increase in interchange  and merchant
income.  Mortgage  banking income  increased 66.0% over the same period one year
ago because of the large  volume of mortgage  refinancings  in the first half of
1998. In September 1997, the Company  converted its common trust funds to mutual
funds,  the "Great  Plains Family of Funds." Fees earned from these mutual funds
are included in other  service  charges and fees,  which  accounts for the 44.8%
increase in this income  category.  This also  accounts for the 7.8% decrease in
trust services  income.  Gains on the sale of securities  were $2,296,000 in the
first six months of 1998 as  compared to  $4,613,000  in the first six months of
1997, a $2,317,000  decrease.  These gains were  primarily the result of selling
certain  positions  held in the Company's  Global Fund.  Other income  increased
61.0% from the same period a year ago,  primarily due to an increase in the gain
on sale of mortgages held for sale.

The following table shows the breakdown of noninterest income and the percentage
change:
<TABLE>
<CAPTION>
                                                             (In Thousands)     Percent
                                                                   June 30,     Increase/
                                                             1998        1997  (Decrease)
                                                          -------     -------   ----------
<S>                                                     <C>          <C>           <C>
         Computer services                              $  5,158     $  4,143      24.5%
         Credit card                                       7,173        6,032      18.9
         Mortgage banking                                  4,116        2,479      66.0
         Service charges on deposits                       2,644        2,684      (1.5)
         Other service charges and fees                    5,217        3,602      44.8
         Trust services                                    3,378        3,665      (7.8)
         Gains on securities sales                         2,296        4,613     (50.2)
         Other income                                      1,021          634      61.0
                                                       ---------      -------
         Total noninterest income                        $31,003      $27,852      11.3
                                                         =======      =======
</TABLE>

Noninterest Expense
-------------------
Noninterest  expenses  were  $44,415,000  for the  first  six  months of 1998 as
compared to $38,547,000 for the same period one year ago. This is an increase of
$5.9 million or 15.2% from a year ago. Salaries and employee benefits  increased
$2,038,000  or 10.5%  generally due to increases in the levels of pay and number
of employees.  Equipment  expenses increased $396,000 or 16.4% due to additional
equipment  purchases,  primarily computer related.  Fees and insurance increased
$292,000 or 16.1% from the same period one year ago  primarily  due to increased
legal,  credit report and filing fees.  Credit card  processing  fees  increased
$1,497,000 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.  A decrease in minority  interest expense is related to
the decrease in profits in the Cabela's credit card joint venture.  Amortization
of mortgage  servicing rights increased  $1,159,000 or 129.1% due to an increase
in the volume of mortgages  serviced by First Commerce  Mortgage combined with a
significant  increase  in  refinancings  during  the first  half 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
                                                                  June 30,              Increase/
                                                           1998           1997          (Decrease)
                                                        --------       ---------        ----------
<S>                                                      <C>             <C>                 <C>
         Salaries and employee benefits                  $21,435         $19,397             10.5%
         Net occupancy expense                             2,037           2,083             (2.2)
         Equipment expense                                 2,811           2,415             16.4
         Fees and insurance                                2,101           1,809             16.1
         Credit card fees                                  4,945           3,448             43.4
         Communications                                    2,144           2,180             (1.7)
         Supplies                                          1,319           1,230              7.2
         Business development                              1,992           1,658             20.1
         Other expenses                                    2,826           2,521             12.1
         Minority interest                                   493             653            (24.5)
         Goodwill amortization                               255             255             --
         Amortization of mortgage servicing rights         2,057             898            129.1
                                                        --------        --------
                  Total noninterest expense              $44,415         $38,547             15.2
                                                         =======         =======
</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 62.8% and 62.4% at June 30, 1998 and 1997, respectively.

Financial Condition at June 30, 1998
-------------------------------------
Total assets at June 30, 1998, were $2,260  million,  compared to $2,068 million
at June 30, 1997,  a 9.3%  increase.  Total  assets at December  31, 1997,  were
$2,251 million.

Since June 30, 1997, loans have increased from $1,125 million to $1,223 million,
an 8.7% increase. Managed loans at June 30, 1998 were $1,307 million.
<TABLE>
<CAPTION>

Loans are summarized as follows:                     June 30, 1998               June 30, 1997
                                                     -------------               -------------
                                                                  (In thousands)
<S>                                                     <C>                          <C>
         Real estate mortgage                           $  400,892                   $  359,901
         Consumer                                          269,475                      276,930
         Commercial and financial                          257,290                      249,498
         Agricultural                                      168,634                      109,828
         Credit card                                        89,209                       96,853
         Real estate construction                           37,416                       32,259
                                                        ----------                   ----------
                                                        $1,222,916                   $1,125,269
                                                        ==========                   ==========
</TABLE>

The increase in  agricultural  loans is primarily in the cattle  feeding  sector
reflecting higher cattle inventories at June 30, 1998. Decreases in the consumer
and bankcard  portfolios  are due  primarily to increased  competition  in these
markets as well as significant debt  refinancings via home equity loans and home
loan  refinancings.   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 $1,596 million at June 30, 1997 to $1,687 million
at June 30, 1998,  a 5.7%  increase.  The loan to deposit  ratio was 72.5% as of
June 30, 1998,  compared to 70.1% at June 30, 1997.  Repurchase  agreements  and
other short-term  borrowings totaled $170 million at June 30, 1998,  compared to
$184  million at June 30, 1997,  and $198 million at December 31, 1997.  Federal
Home Loan Bank borrowings totaled $118 million at June 30, 1998, compared to $32
million at June 30, 1997, and $120 million at December 31, 1997.  Long-term debt
consisting of Company  capital notes  decreased $2.5 million since June 30, 1997
and December 31, 1997 because of the annual  principal  payment.  In addition to
repurchase  agreements  and Federal Home Loan Bank  borrowings,  the Company has
utilized  commercial paper and the  securitization of credit card receivables to
provide liquidity.

Stockholders'  equity to assets was 9.9% as of June 30, 1998. The net unrealized
gains on available for sale securities  decreased  $6,343,000 since December 31,
1997.


<PAGE>


The 1998 decrease in unrealized  gains and losses on debt and equity  securities
classified as available for sale since December 31, 1997, was due principally to
the decline in the market value of  Transcrypt  International,  Inc., a Lincoln,
Nebraska  based  company  that first sold shares in the public  stock  market in
1997. At December 31, 1997, the Company's original  investment of $429,000 had a
market value of $17 million;  at June 30, 1998,  the stock had a market value of
$2.5 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
$4,031,000.  During the first quarter of 1998,  the Company  settled a collar on
200,000 shares of Transcrypt and realized $697,000. Under the deferral method of
accounting,  the gain,  net of tax, was deferred and will be  recognized  in the
same period as the gains or losses on the item being hedged.

On June 29, 1998,  the Company  opened a new  national-chartered  bank,  Western
Nebraska National Bank,  Valentine,  Nebraska.  The new Valentine bank purchased
the assets and assumed the liabilities of the existing Loan  Production  Offices
in Valentine,  Nebraska, and Mullen,  Nebraska,  from the Company's North Platte
Bank, Western Nebraska National Bank, North Platte,  Nebraska. The new Valentine
bank opened with assets of approximately $14 million.

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 June 30, 1998:
--------------------
  Total Capital (to Risk Weighted Assets):
<S>                                            <C>         <C>      <C>          <C>        <C>         <C>
     Consolidated                              $238,876    16.8%    $114,035     8.0%           N/A      N/A
     National Bank of Commerce                  113,126    12.6       71,583     8.0        $89,479     10.0%
  Tier I Capital (to Risk Weighted Assets):
     Consolidated                               218,932    15.4       57,017     4.0            N/A      N/A
     National Bank of Commerce                  101,941    11.4       35,792     4.0         53,687      6.0
  Tier I Capital  (to Quarterly Average Assets):
     Consolidated                               218,932     9.9       88,885     4.0            N/A      N/A
     National Bank of Commerce                  101,941     8.0       50,856     4.0         63,571      5.0

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

</TABLE>
Year 2000
-------------
The  Company's  assessment  of internal  Year 2000  issues is  complete  and the
Company is in the process of upgrading  any  computer  hardware,  software,  and
other  systems  that are not Year 2000 ready and  intends  to have the  upgrades
completed by the end of 1998. The Company plans to have all systems  modified if
necessary and tested well in advance of 2000. The Company will continue  testing
its systems throughout 1999 to insure they will function properly.  In addition,
connectivity testing will be performed between the Company and outsource service
providers  during  1999.  Contingency  plans  are  already  in  place or will be
established for any outsource service providers failing to meet internal testing
criteria.  The  Company  is  addressing  the Year 2000 issue with its major bank
customers to insure they will be Year 2000 ready.

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


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


Part II - Other Information

Item 6.       Exhibits and Reports on Form 8-K

              (a) None.

              (b) None.


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                         FIRST COMMERCE BANCSHARES, INC.



Date:  August 7, 1998                       By:  James Stuart Jr.
     ------------------------                    ----------------
                                            James Stuart, Jr., Chairman and CEO



Date:  August 7, 1998                       By:  Donald Kinley
     ------------------------                    -------------
                                              Donald Kinley, Vice President and
                                            Treasurer (Chief Accounting Officer)