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, 1999        Commission File No. 0-14277

                         FIRST COMMERCE BANCSHARES, INC.
------------------------------------------------------------------------------

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


       1248 O STREET, LINCOLN, NEBRASKA              68508-1424
----------------------------------------          ---------------
(Address of Principal Executive Offices)             (Zip Code)


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



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



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

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


Common stock,  $.20 par value;  outstanding  at June 30, 1999
     Class A Common 2,568,892 shares.
     Class B Common 10,801,492 shares.


<PAGE>


FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                      (UNAUDITED)
                                                                   JUNE 30, 1999             DECEMBER 31, 1998
                                                                   -------------             -----------------
                                                                                (AMOUNTS IN THOUSANDS)
                                                                      ASSETS
<S>                                                                    <C>                       <C>
Cash and due from banks                                                $   144,826               $   135,731
Federal funds sold                                                          40,435                    31,865
                                                                       -----------               -----------
  Cash and cash equivalents                                                185,261                   167,596
Mortgage loans held for sale                                                45,964                    66,178
Securities available for sale (cost of
  $583,853,000 and $430,747,000)                                           591,041                   452,301
Securities held to maturity (fair value of
  $256,800,000 and $300,502,000)                                           258,460                   295,543
Loans                                                                    1,305,464                 1,284,007
Less allowance for loan losses                                              24,477                    24,292
                                                                       -----------               -----------
  Net loans                                                              1,280,987                 1,259,715
Federal Home Loan Bank stock, at cost                                       10,136                     9,347
Premises and equipment                                                      70,902                    62,392
Other assets                                                                73,824                    71,673
                                                                       -----------               -----------
                                                                       $ 2,516,575               $ 2,384,745
                                                                       ===========               ===========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Noninterest bearing                                                  $   369,572               $   365,782
  Interest bearing                                                       1,407,118                 1,362,718
                                                                       -----------               -----------
                                                                         1,776,690                 1,728,500

Short-term borrowings                                                      283,747                   213,470
Federal Home Loan Bank borrowings                                          162,525                   143,625
Accrued expenses and other liabilities                                      30,503                    37,004
Long-term debt                                                              13,500                    13,500
                                                                       -----------               -----------
  Total liabilities                                                      2,266,965                 2,136,099

Stockholders' equity:
  Common stock:
    Class A voting, $.20 par value; authorized
    10,000,000 shares; issued and outstanding
    2,568,892 and 2,583,319 shares;                                            514                       517
    Class B non-voting, $.20 par value; authorized
    40,000,000 shares; issued and outstanding
    10,801,492 and 10,928,951 shares                                         2,160                     2,186
Paid in capital                                                             21,346                    21,572
Retained earnings                                                          220,918                   210,361
Accumulated other comprehensive income                                       4,672                    14,010
                                                                       -----------               -----------
  Total stockholders' equity                                               249,610                   248,646
                                                                       -----------               -----------
                                                                       $ 2,516,575               $ 2,384,745
                                                                       ===========               ===========

</TABLE>


See notes to consolidated condensed financial statements.

<PAGE>
FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                    JUNE 30,                              JUNE 30,
                                                            ----------------------------       -------------------------
                                                                 1999              1998             1999        1998
                                                            -----------       -----------       ----------   -----------
Interest income:
<S>                                                             <C>              <C>            <C>           <C>
  Loans                                                         $27,479          $27,681        $54,367       $55,299
  Securities:
    Taxable                                                      12,250           10,277          23,441       20,275
    Nontaxable                                                      500              365             965          716
    Dividends                                                       584              606           1,113        1,056
Mortgage loans held for sale                                        804              945           1,858        1,658
Federal funds sold                                                   514             611           1,123          985
                                                               ---------         -------        --------     --------
    Total interest income                                        42,131           40,485          82,867       79,989
Interest expense:
  Deposits                                                       15,113           15,896          29,979       31,177
  Short-term borrowings                                           2,875            2,191           5,296        4,474
  Federal Home Loan Bank borrowings                               2,050            1,444           4,013        2,914
  Long-term debt                                                     239             317             529          662
                                                               ---------         -------        --------     --------
    Total interest expense                                       20,277           19,848          39,817       39,227
                                                               --------          -------        --------     --------
Net interest income                                              21,854           20,637          43,050       40,762
Provision for loan losses                                         1,607            1,484           3,202        2,980
                                                               --------          -------        --------     --------
Net interest income after provision for loan losses              20,247           19,153          39,848       37,782
Noninterest income:
  Service charges and fees to customers                          14,971           11,886          29,311       23,416
  Trust services                                                  1,707            1,642           3,522        3,378
  Gains on securities sales                                         940            1,457           2,687        2,296
  Other income                                                      672            1,026           1,345        1,913
                                                               --------          -------        --------     --------
    Total noninterest income                                     18,290           16,011          36,865       31,003
                                                               --------          -------        --------     --------
Noninterest expense:
  Salaries and employee benefits                                 12,322           10,731          23,875       21,435
  Occupancy and equipment                                         2,566            2,520           5,591        4,848
  Fees and insurance                                              5,102            3,644           9,955        7,046
  Other expenses                                                  6,429            5,679          12,226       11,086
                                                               --------          -------        --------     --------
    Total noninterest expense                                    26,419           22,574          51,647       44,415
                                                               --------          -------        --------     --------

Income before income taxes                                       12,118           12,590          25,066       24,370
Income tax provision                                              4,293            4,485           8,753        8,645
                                                               --------          -------        --------     --------
    Net income                                                 $  7,825          $ 8,105        $ 16,313     $ 15,725
                                                               ========          =======        ========     ========

Weighted average shares outstanding                              13,441           13,530          13,474       13,530
                                                               ========          =======        ========     ========

Basic net income per share                                     $    .58          $   .60        $   1.21     $   1.16
                                                               ========          =======        ========     ========

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

<S>                                                                   <C>             <C>
Net cash flows from operating activities                              $   41,104      $      (570)

Cash flows from investing activities:
  Proceeds from maturities of held to maturity securities                 51,341           53,435
  Purchase of held to maturity securities                                (14,258)         (78,932)
  Proceeds from maturities of available for sale securities               48,803           27,684
  Proceeds from sales of available for sale securities                    28,447           10,903
  Purchase of available for sale securities                             (227,678)         (36,537)
  Net (increase)/decrease in loans                                       (24,474)          10,780
  Capital expenditures                                                   (11,487)          (5,951)
  Purchase of mortgage servicing rights                                   (4,236)          (5,605)
  Proceeds from derivative financial instrument                                -              697
  Other                                                                     (467)            (357)
                                                                        ---------         -------
Net cash flows from investing activities                                (154,009)         (23,883)

Cash flows from financing activities:
  Increase in deposits                                                    48,190           37,679
  Increase/(decrease) in short-term borrowings                            70,277          (28,888)
  Net increase/(decrease) in Federal Home Loan Bank
      borrowings                                                          18,900           (2,700)
  Cash dividends paid                                                     (2,425)          (2,300)
  Repurchase of common stock                                              (3,586)               -
  Repayment of long-term debt                                            (13,500)          (2,501)
  Proceeds from issuance of long-term debt                                13,500                -
  Other                                                                     (786)            (783)
                                                                        --------          -------
Net cash flows from financing activities                                 130,570              507
                                                                        --------          -------
Net increase/(decrease) in cash and cash equivalents                      17,665          (23,946)

Cash and cash equivalents at January 1                                   167,596          193,159
                                                                        --------         --------
Cash and cash equivalents at June 30                                    $185,261         $169,213
                                                                        ========         ========



</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, 1999, and the results of their  operations.
The consolidated  condensed  financial  statements should be read in conjunction
with the annual consolidated financial statements and the notes thereto included
in the  Company's  1998 annual  report and Form 10-K.  Certain 1998 amounts have
been reclassified to conform to 1999 classifications.  The results of operations
for the  unaudited  six-month  period ended June 30, 1999,  are not  necessarily
indicative  of the results  which may be expected for the entire  calendar  year
1999.

B.  ALLOWANCE FOR LOAN LOSSES

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

                                                    1999             1998
                                                   ------           ------
                                                    (AMOUNTS IN THOUSANDS)

<S>                                              <C>               <C>
     Balance, January 1                          $24,292           $22,458
       Provision for loan losses                   3,202             2,980
       Charge-offs                                (4,387)           (4,071)
       Recoveries                                  1,370             1,324
                                                 -------          --------
     Balance, June 30                            $24,477           $22,691
                                                 =======           =======
</TABLE>

C.   COMPREHENSIVE INCOME

The Company's "other comprehensive  income" is comprised of unrealized gains and
losses on debt and equity  securities  classified as available for sale.  "Other
comprehensive  income"  for the first six months of 1999 and 1998 was a negative
$9,338,000,  net of tax; and a negative  $6,343,000,  net of tax,  respectively.
Thereby,  total  "comprehensive  income"  for the first  six  months of 1999 was
$6,975,000  as  compared  to book net income of  $16,313,000.  For the first six
months of 1998 total  "comprehensive  income" was $9,382,000 as compared to book
net income of $15,725,000.  "Other comprehensive  income" for the second quarter
of  1999  and  1998  was a  negative  $2,783,000,  net of  tax;  and a  negative
$4,968,000, net of tax, respectively.  Thereby, total "comprehensive income" for
the second  quarter of 1999 was  $5,042,000  as  compared  to book net income of
$7,825,000.  For the second  quarter of 1998 total  "comprehensive  income"  was
$3,137,000 as compared to book net income of $8,105,000.

D.       LONG-TERM DEBT

Long-term  debt  at  June  30,  1999,  consists  of a  $13,500,000  loan  from a
commercial  bank,  maturing  May 2, 2006.  The  interest  rate is fixed at 6.2%.
Scheduled annual principal payments are $1.929 million.




<PAGE>


                 FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES
                                FINANCIAL REVIEW
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998

RESULTS OF OPERATIONS
Net income for the six months ended June 30, 1999, was  $16,313,000 or $1.21 per
share as compared to $15,725,000 or $1.16 per share for the same period one year
ago. Net income for the three months ended June 30, 1999, was $7,825,000 or $.58
per share  compared to  $8,105,000  or $.60 per share for the three months ended
June 30,  1998.  Net income  for the three  months  ended  March 31,  1999,  was
$8,488,000  or $.63 per  share.  Net  income  for the first  six  months of 1999
includes  $2,687,000  in gains  primarily  from the sale of  investments  in the
Company's  Global Fund, as compared to gains of  $2,296,000  for the same period
one year ago. If the securities gains were excluded for both periods, net income
would have been $14,566,000 and $14,233,000, respectively. On a per share basis,
earnings would have been $1.08 per share and $1.05 per share, respectively.

NET INTEREST INCOME
Net interest income (interest income less interest  expense) was $43,050,000 for
the first half of 1999,  compared to $40,762,000 for the first half of 1998. Net
interest  income  for the  three  months  ended  June  30,  1999  and  1998  was
$21,854,000 and $20,637,000,  respectively.  Net interest income for the quarter
ended March 31, 1999,  was  $21,196,000.  The  increase in net  interest  income
reflects an increase in total earning  assets.  Earning assets at June 30, 1999,
March 31,  1999,  and June 30, 1998 were $2.252  billion,  $2.198  billion,  and
$2.017  billion,  respectively.  The net yield on earning  assets (net  interest
income divided by earning  assets) was  approximately  3.9% as of June 30, 1999,
4.0% as of March 31, 1999 and 4.1% as of December  31,  1998.  Loans were $1.305
billion at the end of June 1999,  compared to $1.223  billion at the same time a
year ago,  a 6.7%  increase.  Investments  were $850  million  at June 30,  1999
compared to $706 million at June 30, 1998, a 20.3% increase.

PROVISION FOR LOAN LOSSES
The  provision  for loan  losses  was  $3,202,000  for the  first  half of 1999,
compared to $2,980,000 for the first half of 1998, a 7.4%  increase.  The second
quarter 1999  provision was  $1,607,000,  which  compares to $1,595,000  for the
first quarter of 1999,  and  $1,484,000  for the second quarter of 1998. For the
first six months of 1999 net charge-offs were $3,017,000  compared to $2,747,000
for the same period a year ago. Credit card  charge-offs  have  stabilized.  Net
credit card charge-offs  totaled  $2,625,000 for the first half of 1999 compared
to  $2,538,000  for the first half of 1998.  For the first  half of 1999,  other
consumer  loan net  charge-offs  of $392,000  compared to $209,000  for the same
period one year ago. As a percentage of loans outstanding, the loan loss reserve
was 1.9% as of June 30,  1999 and  1998.  As a whole,  management  believes  the
credit quality of the loan portfolio  remains sound, with no major change in the
overall quality of the loan portfolio  since December 31, 1998.  Management will
continue to monitor  agricultural  loans,  credit card  quality,  and other loan
trends.

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

                                                          JUNE 30, 1999           DECEMBER 31, 1998
                                                          -------------           -----------------
<S>                                                          <C>                     <C>
     Loans accounted for on a non
       accrual basis                                         $  966,000              $  538,000

     Accruing loans which are contractually
       past due 90 days or more as to
       principal or interest payment                          1,234,000               1,584,000

     Loans not included above which
     are "troubled debt restructurings"                       1,447,000               1,465,000
</TABLE>

The increase in nonaccrual loans can be attributed to one agricultural  loan and
one commercial loan, both of which are in the process of resolution.  There have
been no significant changes in troubled debt restructurings,  and accruing loans
that are  contractually  past due 90 days or more  have  been  well  controlled.
Virtually  all of  the  Company's  loans  are  to  Midwest-based  organizations,
although the loan  portfolio is well  diversified  by industry.  The  Midwestern
economy  is  partially  dependent  upon the  general  state of the  agricultural
economy.  The  Company  has  $170  million  in  agricultural  loans,   excluding
agricultural  real estate loans. The Company is concerned about low agricultural
commodity prices. Fat cattle feeders  experienced losses over the past two years
and while the first half of 1999 has been  profitable,  the earnings picture for
the balance of the year is unclear.  Grain prices,  when coupled with government
program  payments,  continue  to be near or below  breakeven  levels,  as strong
yields are being  forecasted  for 1999.  A bumper  grain  harvest,  coupled with
existing  large grain  reserves  and only  marginally  improved  world  economic
conditions,  suggest improvement in the general  agricultural economy may not be
likely in the near term. Although the Company's borrowers are in relatively good
financial condition,  the uncertain environment they are experiencing may have a
negative effect on agricultural  producers in general, and may have an impact on
the banking  sector  resulting  in higher  levels of non  performing  loans than
historically experienced.

NONINTEREST INCOME
Noninterest income for the first six months of 1999 was $36,865,000  compared to
$31,003,000 for the first six months of 1998, an 18.9%  increase.  If securities
gains were excluded,  noninterest income would have been $34,178,000 compared to
$28,707,000,  a 19.1%  increase.  When compared to the same period one year ago,
credit card fees  increased  $3,023,000 or 42.1%  primarily due to the volume of
outstanding  balances  as well as total sales  volume,  and  increases  in late,
overlimit and cash advance fees. Computer fees increased $1,188,000 or 23.0% due
to various fees generated from  installation  services,  conversions,  profit on
resale of equipment,  and  out-of-Nebraska  item processing  centers operated by
First Commerce  Technologies.  The 15.9%  increase in other service  charges and
fees is due to  several  factors:  growth  in  bond  sales,  increased  discount
brokerage  sales,  and fees earned from the "Great  Plains Family of Funds." The
increase in discount  brokerage sales is due to steady growth and a strong stock
market.  Mortgage  banking income  increased 22.5% over the same period one year
ago  primarily due to volume.  Loans  serviced by First  Commerce  Mortgage were
$1.780  billion at June 30, 1999  compared to $1.400  billion at June 30,  1998.
Gains on the sale of securities  were $2,687,000 in the first six months of 1999
compared to  $2,296,000  in the first six months of 1998,  a $391,000  increase.
These gains were primarily the result of selling  certain  positions held in the
Company's Global Fund. Other income decreased  $568,000 due primarily to venture
capital losses in the first quarter of 1999,  and a $265,000  decrease in profit
on the sale of mortgages held for sale.

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

                                                            (IN THOUSANDS)               PERCENT
                                                     SIX MONTHS ENDED JUNE 30,          INCREASE/
                                                             1999        1998          (DECREASE)
                                                          -------     -------          ----------
<S>                                                     <C>            <C>                 <C>
         Credit card fees                               $ 10,196       $7,173              42.1%
         Computer services                                 6,346        5,158              23.0
         Other service charges and fees                    6,046        5,217              15.9
         Mortgage banking                                  3,950        3,224              22.5
         Service charges on deposits                       2,773        2,644               4.9
         Trust services                                    3,522        3,378               4.3
         Gains on securities sales                         2,687        2,296              17.0
         Other income                                      1,345        1,913             (29.7)
                                                          ------       ------
         Total noninterest income                        $36,865      $31,003              18.9
                                                         =======      =======
</TABLE>

NONINTEREST EXPENSE
Noninterest  expenses  were  $51,647,000  for the  first  six  months of 1999 as
compared to $44,415,000 for the same period one year ago. This is an increase of
$7,232,000  or 16.3% from a year ago.  Salary and  employee  benefits  increased
$2,440,000 or 11.4% from the same period one year ago. The increase is generally
due to increases in the levels of pay and number of employees, plus the addition
of banks in Valentine, Nebraska and Colorado Springs, Colorado. Credit card fees
increased  $2,621,000  or 53.0% due to  increased  activity  and an  increase in
Cabela's Bucks expense, points earned from using the Cabela's credit card, which
can be redeemed  for  merchandise  at  Cabela's.  Equipment  expenses  increased
$617,000 or 21.9% due to maintenance and additional  depreciation expense on the
significant  equipment  purchases  of the last  two  years,  primarily  computer
systems and  software.  Amortization  of  mortgage  servicing  rights  increased
$525,000  or 25.5% due to an  increase  in the volume of  mortgages  serviced by
First  Commerce  Mortgage.  Fees and insurance  increased  $288,000 or 13.7% due
primarily  to  expenses  related to growth.  Communications  expenses  decreased
$252,000 or 11.8%. Other expenses increased $600,000 or 11.5%. Network solutions
engineers  hired on a contract basis by First Commerce  Technologies  to work on
specific  projects,  and amortization of a premium paid for a bankcard portfolio
are the primary  other  expense  increases.  The  increase in minority  interest
expense is directly  related to the increase in profits in the  Cabela's  credit
card joint venture.
<PAGE>
The  following  table  shows  the  breakdown  of  noninterest  expense  and  the
percentage change:
<TABLE>
<CAPTION>

                                                             (IN THOUSANDS)     PERCENT
                                                      SIX MONTHS ENDED JUNE 30,         INCREASE/
                                                           1999           1998          (DECREASE)
                                                        --------       ---------        ----------
<S>                                                      <C>             <C>                 <C>
         Salaries and employee benefits                  $23,875         $21,435             11.4%
         Credit card fees                                  7,566           4,945             53.0
         Equipment expense                                 3,428           2,811             21.9
         Amortization of mortgage servicing rights         2,582           2,057             25.5
         Fees and insurance                                2,389           2,101             13.7
         Net occupancy expense                             2,163           2,037              6.2
         Business development                              2,008           1,992               .8
         Communications                                    1,892           2,144            (11.8)
         Supplies                                          1,299           1,319             (1.5)
         Other expenses                                    3,426           2,826             21.2
         Minority interest                                   764             493             55.0
         Goodwill amortization                               255             255             --
                                                         -------        --------
         Total noninterest expense                       $51,647         $44,415             16.3
                                                         =======         =======
</TABLE>

The Company's  efficiency  ratio -- noninterest  expense  (excluding net cost of
other real estate,  minority interest and goodwill  amortization) divided by the
sum  of  net  interest  income  and  noninterest  income  (excluding  securities
gains/losses) -- was 65.6% and 62.8% at June 30, 1999 and 1998, respectively.

FINANCIAL CONDITION AT JUNE 30, 1999
-------------------------------------
Total assets at June 30, 1999, were $2,517  million,  compared to $2,260 million
at June 30, 1998,  an 11.4%  increase.  Total assets at December 31, 1998,  were
$2,385 million.

Since June 30, 1998, loans have increased from $1,223 million to $1,305 million,
a 6.7% increase. Managed loans at June 30, 1999 were $1,404 million.
<TABLE>
<CAPTION>

Loans are summarized as follows:                                  (IN THOUSANDS)
                                                     JUNE 30, 1999                 JUNE 30, 1998
                                                     -------------                  ------------
<S>                                                     <C>                          <C>
         Real estate mortgage                           $  431,884                   $  400,892
         Consumer           292,431                        269,475
         Commercial and financial                          260,035                      257,290
         Agricultural                                      169,841                      168,634
         Credit card                                       102,141                       89,209
         Real estate construction                           49,132                       37,416
                                                        ----------                   ----------
                                                        $1,305,464                   $1,222,916
                                                        ==========                   ==========
</TABLE>

The  increase  in real estate and  construction  loans is due  primarily  to the
strong  commercial  real estate activity in the Omaha and Lincoln  markets.  The
credit card portfolio  growth has occurred  primarily from the  acquisition of a
credit union portfolio in the third quarter of 1998 and from increased  Cabela's
Card accounts carried in portfolio. Increased indirect installment loans through
vehicle  dealerships have been the primary source of the consumer loan portfolio
growth.  The commercial,  financial and  agricultural  loan portfolios have seen
nominal growth.

Deposits have  increased  from $1,687 million at June 30, 1998 to $1,777 million
at June 30, 1999,  a 5.3%  increase.  The loan to deposit  ratio was 73.5% as of
June 30, 1999, compared to 72.5% at June 30, 1998. Short-term borrowings totaled
$284  million at June 30, 1999,  compared to $170 million at June 30, 1998,  and
$213  million at December 31, 1998.  Federal Home Loan Bank  borrowings  totaled
$163  million at June 30, 1999,  compared to $118 million at June 30, 1998,  and
$144  million at  December  31,  1998.  The  Company  redeemed  the  outstanding
long-term capital notes totaling $13,500,000.  The capital notes were refinanced
with a seven-year amortizing loan in the amount of $13,500,000 from a commercial
bank.  The interest rate is fixed at 6.2%. In addition to repurchase  agreements
and Federal Home Loan Bank borrowings, the Company has utilized commercial paper
and the securitization of credit card receivables to provide liquidity.  On July
6, 1999,  the Company  increased  the size of its pooling and service  agreement
from $100 million to $150 million.  Since then it has increased its  securitized
credit card portfolio from $99 million to $119 million.

Stockholders'  equity to assets was 9.8% as of June 30, 1999. The net unrealized
gains on available for sale securities  decreased  $9,338,000 since December 31,
1998.  The first half 1999 decrease in  unrealized  gains and losses on debt and
equity  securities  classified as available for sale,  was due to an increase in
bond yields which  decreased the market value of the Company's  bond  portfolio.
The first half 1998 decrease in unrealized  gains and losses was due principally
to the decline in the market value of Transcrypt International, Inc., a Lincoln,
Nebraska  based  company  that first sold shares in the public  stock  market in
1997. At December 31, 1997, the Company's original  investment of $429,000 had a
market value of $17 million;  at June 30, 1998,  the stock had a market value of
$2.5 million, and at June 30, 1999, the stock had a market value of $.9 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
                                                ----------------   -------------------     --------------------
<S>                                            <C>         <C>      <C>          <C>        <C>        <C>
AS OF JUNE 30, 1999:
  Total Capital (to Risk Weighted Assets):
     Consolidated                              $273,304    15.9%    $137,603     8.0%           N/A
     National Bank of Commerce                  119,220    12.1       78,986     8.0        $98,733     10.0%
  Tier I Capital (to Risk Weighted Assets):
     Consolidated                               240,920    14.0       68,802     4.0            N/A
     National Bank of Commerce                  106,849    10.8       39,493     4.0         59,240      6.0
  Tier I Capital  (to Quarterly Average Assets):
     Consolidated                               240,920     9.9       97,328     4.0            N/A
     National Bank of Commerce                  106,849     7.7       55,543     4.0         69,429      5.0

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


</TABLE>


<PAGE>


                                     ECONOMY

Recent economic data show that the economy  remains strong in the  Omaha/Lincoln
metro areas,  but there are some signs of weaknesses for  businesses  engaged in
agricultural  services/trade.  Employment growth remains strong despite stagnant
population  growth.  Construction  activity  has been solid,  while retail sales
growth has been  favorable.  The  manufacturing  base in the state  continues to
operate at expanding levels.  Motor vehicle sales have been strong.  The state's
fiscal  position is favorable  from the  standpoint of tax receipts and budgeted
expenditures.  The U.S.  economy  may  realize  moderate  growth as the  Federal
Reserve Board raises  interest rates in an attempt to maintain  balance  between
growth and  inflation.  Agricultural  exports have been reduced due to the Asian
and other  markets'  economic  uncertainties,  but some recovery is beginning to
become evident.  Personal bankruptcy filings have stabilized but may be starting
to decline.

The  financial  results of the 1998  Nebraska  farm sector  were not good.  Crop
prices are below cost of production  levels.  Cattle  feeders have realized some
level of  profitability  during the first half of 1999, while hog producers will
be facing losses for the most part in 1999. Ranchers are expected to continue to
realize modest  profits given the reduced herd size.  Some layoffs have occurred
in the  agricultural  equipment  manufacturing  sector  in the  state,  and farm
implement dealerships are experiencing slow sales.

The  commercial  and  residential  real  estate  markets  remain  in  reasonable
supply/demand  balance.  There has been a modest  overbuilding  of  multi-family
units  in  Lincoln.   Higher  interest  rates  could,  however,   dampen  market
conditions.  The real estate market in Colorado Springs remains strong given the
influx of new jobs into the region.


                                    YEAR 2000

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

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

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

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

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

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

THE COSTS TO ADDRESS THE  COMPANY'S  YEAR 2000  ISSUES.  Through  June 30, 1999,
cumulative  costs  relating  directly  to Year 2000 issues  since the  project's
inception have totaled  approximately  $8.2 million.  A portion of the estimated
total includes both the cost of existing staff that have been  redeployed to the
Year 2000  project  from other  projects and  consultants  or other  independent
programmers who have been hired to help the Company complete its project.  These
costs do not include  system  upgrades  and  replacements  that were made in the
normal course of operations  for other  purposes in addition to addressing  Year
2000 issues,  unless the implementation  was accelerated.  The Company estimates
that  remaining  Year 2000 project costs will total  approximately  $1.0 million
and,  therefore,  the total  estimated  Year 2000 project  costs from  inception
through completion should approximate $9.2 million.

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

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

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


           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The Company's exposure to interest rate risk is reviewed on at least a quarterly
basis by the Board of Directors and the ALCO. In addition,  each subsidiary bank
has its own ALCO,  which reviews the interest rate risk of each subsidiary bank.
If interest rate risk measurements are not within  established  guidelines,  the
Board may  direct  management  to adjust  its asset and  liability  mix to bring
interest rate risk within Board-approved limits. In order to manage the exposure
to interest rate  fluctuations,  the Company has developed  strategies to manage
its liquidity,  shorten its effective maturities of interest-earning assets, and
increase  the  interest  rate  sensitivity  of its asset  base.  The Company has
approximately $670 million of assets where interest rates are repriceable within
90 days.

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

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

AS OF JUNE 30, 1999

       CHANGE IN                               ECONOMIC VALUE      ACTUAL
     INTEREST RATES                              OF EQUITY        CHANGE            PERCENT CHANGE

<S>                                                <C>            <C>                    <C>
     200 basis point increase                      $183,377       $(60,799)              (24.9)%
     150 basis point increase                       195,020        (49,156)              (20.1)
     100 basis point increase                       210,693        (33,483)              (13.7)
     50 basis point increase                        228,631        (15,545)               (6.4)
     Base scenario                                  244,176              -                   -
     50 basis point decrease                        259,054         14,878                 6.1
     100 basis point decrease                       267,378         23,202                 9.5
     150 basis point decrease                       271,534         27,358                11.2
     200 basis point decrease                       274,412         30,236                12.4

AS OF DECEMBER 31, 1998

       CHANGE IN                               ECONOMIC VALUE      ACTUAL
     INTEREST RATES                              OF EQUITY        CHANGE            PERCENT CHANGE

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

The preceding  table  indicates  that at June 30, 1999, in the event of a sudden
and sustained  increase in prevailing  market rates,  the Company's EVE would be
expected to decrease,  and that in the event of a sudden and sustained  decrease
in  prevailing  market  interest  rates,  the Company's EVE would be expected to
increase.  Since December 31, 1998, the Company's  estimated changes in EVE have
increased significantly.

The Company  owns  approximately  $400 million of  mortgaged-backed  securities.
Mortgage interest rates have increased approximately 1.5% from their lows in the
fall of 1998. This has caused the cash flows from  approximately $100 million of
these  securities to decrease  significantly  from the estimated cash flows when
the  securities  were  purchased.  The average life of the Company's  investment
portfolio has increased  from December 31, 1998.  This is the primary reason for
the significant change in the results of the Company's rate shock analysis.

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

The Company owns $75 million of marketable  equity  securities at June 30, 1999.
The fair value of this portfolio has exposure to price risk. The following table
shows the effect of stock price  fluctuations of plus or minus 5%, plus or minus
10% and plus or minus 15%.  These were selected  based upon the  probability  of
their occurrence.
<TABLE>
<CAPTION>

                                                             JUNE  30, 1999                DECEMBER 31, 1998
                                                             --------------               ------------------
                                                          FAIR          ACTUAL            FAIR            ACTUAL
       CHANGE IN PRICES                                  VALUE          CHANGE            VALUE           CHANGE
       ----------------                                  -----          ------           --------         ------
<S>                                                      <C>            <C>             <C>              <C>
       15% increase                                      $86,789        $ 11,320        $83,097          $ 10,839
       10% increase                                       83,016           7,547         79,484             7,226
       5% increase                                        79,242           3,773         75,871             3,613
       Current fair value                                 75,469               -         72,258                 -
       5% decrease                                        71,696          (3,773)        68,645            (3,613)
       10% decrease                                       67,922          (7,547)        65,032            (7,226)
       15% decrease                                       64,149         (11,320)        61,419           (10,839)
</TABLE>

Within the Company's public equity investment  portfolio,  a 5% or less increase
in the value of the  portfolio has occurred in 17% of the quarters over the past
three years;  a 5% to 10% increase in the value of the portfolio has occurred in
25% of the  quarters  over the past three  years;  a 10% to 15%  increase in the
value of the  portfolio  has  occurred in 25% of the  quarters in the past three
years;  a 5% or less  decrease  has  occurred in 25% of the quarters in the last
three years;  and a 5% to 10% decrease has occurred in one quarter over the past
three years.

In conclusion,  rate shock analysis as of June 30, 1999, indicates the Company's
earnings could be adversely  affected by an increase in interest  rates,  due to
the effect it would have on the Company's investment portfolio. A major decrease
in interest rates could also adversely affect the Company's  earnings due to the
Company's inability to lower interest rates on interest-bearing  demand deposits
to the same degree that interest-earning assets would change.


                             STOCK PURCHASE PROGRAM

During 1994, the Board of Directors  announced its intentions to purchase shares
of its  common  stock  when  appropriate  and  at a  price  management  believes
advantageous  to the Company.  During the six months  ended June 30,  1999,  the
Company  acquired  14,427 shares of its Class A stock and 127,459  shares of its
Class B stock at an average price of $25.28.  All treasury  stock is immediately
retired.
                           FORWARD LOOKING INFORMATION

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

PART II - OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

                  (a)  None

                  (b)  None.






<PAGE>


                                   SIGNATURES

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


                         FIRST COMMERCE BANCSHARES, INC.



Date:  AUGUST 13, 1999               By:  JAMES STUART, JR.
     ------------------------        -------------------------------------
                                     James Stuart, Jr., Chairman and CEO



Date:  AUGUST 13, 1999               By:  DONALD KINLEY
     ------------------------        --------------------------------------
                                     Donald Kinley, Senior Vice President and
                                     Treasurer (Chief Accounting Officer)