SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT
                              
                              
             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934
                              
                              
Date of Report (Date of earliest
event reported                     December 15, 1995

                      First Commerce Bancshares, Inc.
           (Exact  name  of registrant as specified  in  its charter)

     Nebraska             0-14277         47-0683029
  (State or other        (Commission         (IRS Employer
  jurisdiction of        File Number)   Identification No.)
  incorporation


       NBC   Center,   1248  O  Street,  Lincoln,   Nebraska 68608
     (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area  code  (402)434-4110


(Former  name  or  former address,  if  changed  since  last report.)




          INFORMATION TO BE INCLUDED IN THE REPORT
                              
                              
Item 5.          Other Events.

       The  Company  announced the adoption of  a  "Dividend
       Reinvestment  Plan  and  an Employee  Stock  Purchase
       Plan"  on  December 15, 1995.  The Company  mailed  a
       copy  of  the  plan to its employees on December  15,
       1995.   The Company will mail a copy of the  Plan  to
       its registered stockholders in February 1996.
       
                          EXHIBITS
                              
       The following exhibits are filed with this Report.
       
       1.  Copy of Dividend Reinvestment Plan and Employee
           Stock Purchase Plan.
       
                              
                         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: 12-19-95         By:James Stuart, Jr.
                              James  Stuart,  Jr.,  Chairman and CEO