UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-K WASHINGTON, D.C. 20549

(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED).

For the fiscal year ended December 31, 1996
-----------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from to

Commission file number 0-14277
---------
FIRST COMMERCE BANCSHARES, INC.
........................................................................
(Exact name of registrant as specified in its charter)

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

NBC Center, 1248 O Street, Lincoln, NE 68508
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (402) 434-4110
------------------
Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $.20 Par Value; Class B Common Stock, $.20 Par Value
- ----------------------------------------------------------------------------
(Title of class)

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 Exchange Act of
1934 during the preceding 12 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. X Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X

As of March 3, 1997, the aggregate market value of the common stock held by
non-affiliates of the registrant was $107.6 million. For purposes of this
computation only, the market value per share has been determined to be $24.50
for Class A shares and $17.25 for Class B shares, which is the average of the
bid and ask price on February 28, 1997. "Affiliates" have been deemed to include
all officers, directors and persons or groups of persons who have filed a
Schedule 13-D with respect to the Company's common stock.

Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date.

Class Outstanding at March 3, 1997
Class A Common Stock, $.20 Par Value 2,606,336 shares
Class B Common Stock, $.20 Par Value 10,940,651 shares

DOCUMENTS INCORPORATED BY REFERENCE

1996 Annual Report to Shareholders - Parts I, II and IV
Proxy Statement for Annual Shareholder's Meeting to be held April 15, 1997 -
Part III

INDEX

PART I

Page Number in:

Form Annual
10-K Report

ITEM 1. Business
General------------------------------------------3
Statistical Disclosures
Distribution of Assets, Liabilities and Shareholder's Equity;
Interest Rates and Interest Differential --------------28
Investment Portfolio ----------------------------------33
Loan Portfolio ----------------------------------------34
Summary of Loan Loss Experience -----------------------37
Deposits ----------------------------------------- 18, 28 & 40
Return on Equity and Assets ---------------------------30
Short-term Borrowings ---------------------------------19
ITEM 2. Properties---------------------------------------10
ITEM 3. Legal Proceedings--------------------------------11
ITEM 4. Submission of Matters to a Vote of Security
Holders------------------------------------------11
Executive Officers-------------------------------11

PART II

ITEM 5. Market for the Registrant's Common Stock and
Related Stockholder Matters-------------------12
ITEM 6. Selected Financial Data--------------------------12
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation------------12
ITEM 8. Financial Statements and Supplementary Data------12
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure--------12

PART III

ITEM 10. Directors and Executive Officers of
the Registrant--------------------------------12
ITEM 11. Executive Compensation---------------------------13
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management------------------------13
ITEM 13. Certain Relationships and Related Transactions---13

PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K------------------------------13
Signatures---------------------------------------15

PART I

ITEM 1. BUSINESS

GENERAL

First Commerce Bancshares, Inc. (referred to herein as "First Commerce") is a
bank holding company having its principal place of business in the NBC Center,
1248 O Street, Lincoln, Nebraska 68508. First Commerce was incorporated under
the laws of the State of Nebraska on May 2, 1985. First Commerce owns the
following number of shares (excluding directors' qualifying shares held by
Directors of the Banks, as to which shares First Commerce is required to
repurchase upon the resignation of the individual director in accordance with a
repurchase agreement) and percentage of outstanding shares of the following
banks:

No. of Shares Percent
------------- -------
National Bank of Commerce Trust & Savings Association,
Lincoln, Nebraska 499,100 99.82%
First National Bank & Trust Co. of Kearney, Nebraska 19,772.5 98.86%
Overland National Bank of Grand Island, Nebraska 88,180 97.98%
Western Nebraska National Bank, North Platte, Nebraska 30,746 99.37%
City National Bank and Trust Co., Hastings, Nebraska 9,910 99.10%
First National Bank of West Point, Nebraska 4,790 95.80%
The First National Bank of McCook, Nebraska 6,000 100.00%

As of December 31, 1996, First Commerce reported consolidated total assets of
$2,028,012,000, total deposits of $1,574,544,000 and total stockholders' equity
of $197,398,000.

As of December 31, 1996 First Commerce and its subsidiaries had a staff of
approximately 1,035 employees on a full-time equivalent basis. First Commerce
considers its employee relations to be good.

The National Bank of Commerce Trust and Savings Association offers trust
services to each of the communities in which First Commerce subsidiary banks are
located under the trade name of First Commerce Trust Services.

National Bank of Commerce Trust & Savings Association (the "Lincoln Bank")
- --------------------------------------------------------------------------
The Lincoln Bank traces its origin through mergers and acquisitions to 1902, and
has been engaged in the banking business continuously since that date. The
Lincoln Bank conducts a general commercial banking business from its offices in
the NBC Center in Lincoln, Nebraska. The Lincoln Bank's business includes the
usual banking functions of accepting demand and time deposits, and the extension
of personal, agricultural, commercial, installment and mortgage loans. In
addition, the Bank operates a Trust Department, which provides both personal
trust and corporate financing services; a Correspondent Bank Department, which
serves approximately 300 banks in the surrounding area; and a MasterCard/VISA
Credit Card Department. To accommodate its customers, the Lincoln Bank operates
six detached facilities and 51 automated "Bank In The Box" teller machines
located throughout the Lincoln area.

The Lincoln Bank has five active non-banking subsidiaries. The Lincoln Bank
owns all of the issued and outstanding stock of (1) First Commerce Technologies,
Inc., which provides data processing services to the Lincoln Bank, to the other
subsidiary banks, and to approximately 316 other banks; (2) Peterson Building
Corporation, which owns and operates the Rampark Parking Garage located adjacent
to the NBC Center; (3) Commerce Court, Inc., which owns the Commerce Court
building located adjacent to the NBC Center; (4) First Commerce Mortgage
Company, a company engaged in the purchasing of residential loans to be packaged
for resale as mortgage-backed securities, while retaining the servicing rights
of the underlying mortgages; and (5) Cabela's LLC (80% ownership of voting
stock; 50% total ownership), a company formed in 1995 with Cabela's, a catalog
sales company, for the purpose of issuing a "co-branded" credit card. This
joint venture had 66,000 active credit cards as of December 31, 1996.

Lincoln is the capital city of the State of Nebraska, and the second largest
city in the state. The population of Lincoln according to the 1990 census was

192,600. The Lincoln Bank is one of five commercial banks located in the
central business district of the city. Being the capital city of the State of
Nebraska, Lincoln is the site of most state agencies, and Lincoln is also the
site of the University of Nebraska-Lincoln, Nebraska Wesleyan University, and
Union College. The largest single employment category in Lincoln is
governmental service.

First National Bank & Trust Co. of Kearney (the "Kearney Bank")
- ---------------------------------------------------------------
The Kearney Bank traces its origin through mergers and acquisitions to 1917, and
has engaged in the banking business continuously since that date. The Kearney
Bank conducts a general commercial banking business from its offices in Kearney,
Nebraska. The Kearney Bank's business includes the usual banking functions of
accepting demand and time deposits, the extension of personal, agricultural,
commercial, installment and mortgage loans. The Trust Department of the Kearney
bank was acquired by the Lincoln bank in November of 1993.

The Kearney Bank is located on the northeast corner of First Avenue and 21st
Street in the southern part of the central business district of Kearney. The
main banking premises was constructed in 1976. The Kearney Bank presently
operates three detached facilities and 13 automated "Bank In The Box" teller
machines located throughout the Kearney area.

Overland National Bank of Grand Island (the "Grand Island Bank")
- ----------------------------------------------------------------
The Grand Island Bank was granted a national charter in 1934, and has been
engaged in the banking business continuously since that date. The Grand Island
Bank conducts a general commercial banking business from its offices in Grand
Island, Nebraska, including the usual banking functions of accepting demand and
time deposits, and the extension of personal, installment, agricultural,
commercial and mortgage loans. The Trust Department of the Grand Island bank
was acquired by the Lincoln bank in November of 1993.

The Grand Island Bank is located on the northwest corner of Third and Wheeler
Streets in the center of the downtown business district of Grand Island. The
building housing the main banking offices was constructed in 1959.
Additionally, the Grand Island Bank owns and operates two detached drive-up
facilities. All facilities are owned by the Bank. The Grand Island Bank
operates 11 automated "Bank In The Box" teller machines located in Grand Island.

The Grand Island Bank opened a loan/deposit production office in Wood River,
Nebraska in January, 1997. An ATM machine has also been located at this
location. The Grand Island Bank plans to open an additional loan/deposit office
in 1997.

Western Nebraska National Bank (the "North Platte Bank")
- ---------------------------------------------------------

The North Platte Bank opened for business on September 17, 1963, and since that
time has conducted a general commercial banking business from its banking office
in North Platte, Nebraska. The North Platte Bank's business includes the usual
banking functions of accepting demand and time deposits and the extension of
personal, agricultural, commercial, installment and mortgage loans.

The North Platte Bank is located at the corner of Third and Dewey Streets in the
downtown business district of North Platte. The North Platte Bank owns the land
and building composing the banking premises. The North Platte Bank owns and
operates three detached facilities in North Platte.

On March 31, 1995, the Company acquired Western Banshares, Inc. with offices in
Alliance and Bridgeport, Nebraska. The two offices were merged into North
Platte National Bank. The name of the bank was changed to Western Nebraska
National Bank. The two offices in Alliance and Bridgeport now operate as
branches of the Western Nebraska National Bank.

The North Platte Bank opened three loan/deposit production offices in 1996.
These are located in Hyannis, Mullen and Valentine Nebraska.

The North Platte Bank has nine automated "Bank In The Box" teller machines in
North Platte, one in Alliance, one in Bridgeport, one in Thedford, Nebraska, one
in Hyannis, Nebraska, one in Mullen, Nebraska and one in Valentine, Nebraska.

During 1995, the North Platte Bank built a new facility in Bridgeport at a cost
of approximately $1,250,000. A new main bank facility will open in downtown
North Platte in April 1997. Total costs of this new facility will be between
$5.5 million and $6.0 million. The North Platte Bank is negotiating to sell its
current main bank facility.

City National Bank and Trust Co. (the "Hastings Bank")
- -------------------------------------------------------

The Hastings Bank opened for business in January of 1934, and has been engaged
in the banking business continuously since that date. The Hastings Bank
conducts a general commercial banking business from its offices in Hastings,
Nebraska, including the usual banking functions of accepting demand and time
deposits and the extension of personal, installment, agricultural, commercial,
and mortgage loans.

The Hastings Bank is located on the northwest corner of Third and Lincoln
Streets in the northwest part of the downtown business district of Hastings.
The building housing the main banking offices is owned by the Hastings Bank and
was constructed in 1969. The Hastings Bank also owns and operates one detached
banking facility which is located near the city's only retail shopping center
approximately three miles to the north, and ten automated "Bank In The Box"
teller machines.

First National Bank of West Point (the "West Point Bank")
- ----------------------------------------------------------
The West Point Bank was chartered in 1885, and has been engaged in the banking
business continuously since that date. The West Point Bank conducts a general
commercial banking business from its office at 142 South Main Street, West
Point, Nebraska, including the usual banking functions of accepting demand and
time deposits, and the extension of personal, installment, agricultural,
commercial, and mortgage loans.

The West Point Bank opened a loan/deposit production office in Snyder, Nebraska
in December, 1996.

The West Point Bank operates one automated "Bank In The Box" teller machine in
West Point and has one located in Snyder, Nebraska.

The West Point Bank is located in the central business district of West Point.
The building which houses the main offices was constructed in 1964 and was added
on to in 1993. The building is owned by the West Point Bank. The West Point
Bank purchased and remodeled a house in Snyder, Nebraska to use as its
loan/deposit production office.

The First National Bank of McCook (the "McCook Bank")
- -----------------------------------------------------

The McCook Bank was chartered in 1885, and has been engaged in the banking
business continuously since that date. The McCook Bank conducts a general
commercial banking business from its office at 108 West D Street, McCook,
Nebraska, including the usual banking functions of accepting demand and time
deposits, and the extension of personal, installment, agricultural, commercial,
and mortgage loans. The McCook Bank has no detached drive-up facility, but
operates three automated "Bank In The Box" teller machines in McCook and one in
Culbertson, Nebraska.

The McCook Bank is located in the downtown business district of McCook. The
building which houses the Bank's offices was constructed in 1975, and is owned
by the McCook Bank.

The McCook Bank anticipates opening two loan/production offices in 1997.

Non Bank Subsidiaries
- -----------------------
First Commerce is the owner of the NBC Center. Construction of the eleven-story
building was completed in March of 1976. The Lincoln Bank leases the lower
level and five floors of the building. The remaining area of the building is
leased to the public.

First Commerce owns 6,000 shares, or 100%, of the issued shares of Commerce
Affiliated Life Insurance Company, a company engaged in underwriting, as
reinsurer, credit insurance sold in connection with the extensions of credit by
bank subsidiaries.

First Commerce owns all the stock of First Commerce Investors, Inc. First
Commerce Investors, Inc. was incorporated in 1987 to provide investment advisory
services in connection with the management and investment of assets held by the
Company's subsidiary banks in a fiduciary capacity and to provide other
investment advisory services.

First Commerce owns 50% of the stock of Community Mortgage Co. Woods Brothers
Realty, Inc. (a real estate agency) owns the other 50%. Community Mortgage Co.
originates and sells residential real estate loans.

COMPETITION
- ------------
First Commerce faces intense competition in all of its activities from other
commercial banks. In addition, other financial institutions compete throughout
Nebraska and the Midwest for most of the services First Commerce provides,
particularly as a result of recent legislation and technological developments.
Thrift institutions, as well as finance companies, leasing companies, insurance
companies, mortgage bankers, investment banking firms, pension trusts and others
provide competition for certain banking and financial services. First
Commerce's subsidiary banks also compete for interest-bearing funds with money
market mutual funds and issuers of commercial paper and other securities.

The Nebraska Bank Holding Company Act permits bank holding companies to own and
operate more than one subsidiary bank. Under the law, an acquisition by a bank
holding company of additional subsidiary banks is permitted so long as after
consummation of the acquisition, the subsidiary banks of such bank holding
company do not exceed nine in number (subject to certain statutory exceptions)
and do not have deposits greater than 14% of total deposits of all banks, thrift
institutions and savings and loan associations in the State of Nebraska as
determined by the Nebraska Director of Banking and Finance as of the most recent
calendar year end. At December 31, 1996, First Commerce had total deposits of
approximately $1,574,544,000 which is below the limitation.

The Nebraska Banking Act permits statewide branching, but only if the branch
bank is established through the acquisition of or merger with another bank which
has been chartered for more than eighteen months, and if the acquired bank is
converted to a branch bank. Branches may be established de novo but only if
located within the city or town in which the Bank's main office is located
(except in Sarpy and Douglas Counties). Effective March 27, 1992, banks located
in Sarpy and Douglas Counties, Nebraska, may establish an unlimited number of
branches in and between both counties; banks in Lancaster County (which includes
NBC) may establish up to nine branches within the city limits of the community
in which the main office is located; and banks in all other counties may
establish up to six branches within the city limits of their respective
community.

Out-of-state bank holding companies located anywhere in the United States may
acquire Nebraska banks or Nebraska bank holding companies. (See "Federal
Legislation" below.)

In 1996, First Bank Systems, a Minnesota based banking organization, completed
the purchase of Firstier Financial, Inc., one of the First Commerce's major
competitors in the Lincoln and Nebraska markets.

FEDERAL LEGISLATION
- -------------------
The federal Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
increased the ability of bank holding companies, including First Commerce, to
make interstate acquisitions and to operate their subsidiary banks. Commencing
September 29, 1995, adequately capitalized and adequately managed bank holding
companies were permitted to make acquisitions of banks located anywhere in the
United States without regard to the provisions of any state laws that may
presently prohibit such acquisitions. Interstate acquisitions are not
permitted, however, if the potential acquirer would control more than 10 percent
of the insured deposits in the United States or more than 30 percent of insured
deposits in the home state of the bank to be acquired or in any state in which
such bank has a branch. States may enact statutes increasing the 30 percent
limit and may also lower such limit if they do so on a non-discriminatory basis.
States will also be permitted to prohibit acquisitions of banks that have been
established for fewer than five years. The Board of Governors of the Federal
Reserve System is required to consider the applicant's record under the federal
Community Reinvestment Act in determining whether to approve an interstate
banking acquisition.

The above statute also permitted effective June 1, 1997, interstate branch
banking in all states by adequately capitalized and adequately managed banks,
but a state could enact specific legislation before June 1, 1997, prohibiting
interstate branch banking in that state, in which event banks headquartered in
the state will not be permitted to branch into other states. The Nebraska
legislature has not enacted any such "opt-out" legislation. Applications for
interstate branching authority will be subjected to regulatory scrutiny of
compliance with both federal and state community reinvestment statutes with
respect to all of the banks involved in the proposed transaction.

The effect of this may be to permit the further consolidation of the Nebraska
banking community and the acquisition of Nebraska banks and bank holding
companies by larger regional bank systems or major money center banks. This may
result in increased competition for deposits and profitable loans. Further, the
regional bank systems and major money center banks may be able to offer a
broader variety of services than those presently offered by Nebraska banks.

SUPERVISION AND REGULATION; EFFECT OF GOVERNMENT POLICIES
- ---------------------------------------------------------
Banking is a highly regulated industry, with numerous federal and state laws and
regulations governing the organization and operation of banks and their
affiliates. As a bank holding company, First Commerce is subject to regulation
under the Bank Holding Company Act of 1956, which requires First Commerce to
register with the Federal Reserve Board and subjects First Commerce to the
Board's examination and reporting requirements. The Act requires prior approval
of the Federal Reserve Board for bank acquisitions (which includes the
acquisition of substantially all of the assets of any bank, or ownership or
control of any voting shares of any bank, if, after such acquisition, a bank
holding company would own, directly or indirectly, more than five percent of the
voting shares of such bank). The Act limits the ability of First Commerce to
engage in, or to acquire direct or indirect control of the voting shares of any
company engaged in any non-banking activity. One of the principal exceptions to
this limitation is for activities found by the Federal Reserve Board, by order
or regulation, to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto (such as making or servicing loans,
performing certain data processing services, providing certain trust, fiduciary
and investment services, and engaging in certain leasing transactions).

First Commerce is also registered as a bank holding company under the Nebraska
Bank Holding Company Act.

Federal law also regulates transactions among First Commerce and its
subsidiaries, including the amount of a banking affiliate's loans to, or
investments in, an affiliate and the amount of advances to third parties
collateralized by securities of an affiliate. In addition, various requirements
and restrictions under federal law regulate the operations of First Commerce and
its subsidiaries. These laws, among other things, require the maintenance of
reserves against deposits, impose certain restrictions on the nature and terms
of loans, restrict investments and other activities, regulate mergers, the
establishment of branches and related operations, and subject the Subsidiary
Banks to regulation and examination by the FDIC and the Comptroller of the
Currency. Banks organized under federal law are limited in the amount of
dividends which they may declare--depending upon the amount of their capital,
surplus, income and retained earnings--and, in certain instances, such national
banks must obtain regulatory approval before declaring any dividends. In
addition, under the Bank Holding Company Act of 1956 and the Federal Reserve
Board's regulations, a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or furnishing of services.

The banking industry also is affected by the monetary and fiscal policies of
regulatory authorities, including the Federal Reserve Board. Through open
market securities transactions, variations of the discount rate, and the
establishment of reserve requirements, the Federal Reserve Board exerts
considerable influence over the cost and availability of funds obtained for
lending and investing, and the rates of interest paid by banks on their time and
savings deposits.

The monetary policies of the Federal Reserve Board have had a significant effect
on the operating results of bank holding companies and their subsidiary banks in
the past and are expected to continue to do so in the future. In view of
changing conditions in the national economy and in the money markets, as well as
the effect of actions by monetary and fiscal authorities, including the Federal
Reserve Board, no prediction can be made as to possible future changes in
interest rates, deposit levels, or loan demand or as to the impact of such
changes on the business and earnings of any bank or bank holding company.

The Company's seven subsidiary banks are all chartered as national banks and,
therefore, fall under the supervision and regulation of both the Comptroller of
the Currency and the Federal Deposit Insurance Corporation. The Federal Deposit
Insurance Corporation Act of 1991 (FDICIA) includes a variety of supervisory
measures. FDICIA prescribed a system of prompt regulatory action when any
financial institution falls below minimum capital standards. FDICIA also
requires regulatory agencies to prescribe standards related to internal
operations and management, including "internal controls information and audit
systems," "loan documentation," "credit underwriting," "interest rate exposure,"
"asset growth," and such other operational and management standards as the
agencies deem appropriate. FDICIA also requires that regulatory agencies
prescribe compensation standards for executive officers, employees, directors,
and principal shareholders of insured depository institutions. FDICIA
authorizes regulatory agencies to treat as an "unsafe and unsound practice" any
failure by an institution to correct a deficiency that leads to a "less-than-
satisfactory" examination rating for asset quality, management, earnings, or
liquidity. This permits the agencies to bring an enforcement action against the
institution and impose sanctions.

Federal Reserve Board's Regulation O governs loans to directors, officers and
principal shareholders of member banks and their related interests. FDICIA
imposed a cap on total extensions of credit to insiders equal to 100 percent of
the institution's capital, although the Federal Reserve has recently increased
the cap to 200 percent of capital for adequately capitalized banks with less
than $100 million in deposits.

Incorporated in FDICIA was the Truth-in-Savings Act which applies to depository
accounts offered by depository institutions. This act imposes requirements
concerning disclosure of terms, conditions, fees, and yields to advertisements
and general solicitations, to periodic account statements, and to certain
dealings between customers or potential customers and a depository institution.
The Act aims to achieve standardization of the method of calculating an "annual
percentage yield" and provides for civil liability and administrative
enforcement mechanisms.

From time to time, various proposals are made in the United States Congress and
the Nebraska Legislature, and before various bank regulatory authorities which
would, among other things, alter the powers of, and restrictions on, different
types of banking organizations, expand the authority of regulators over certain
activities of bank holding companies, require the application of more stringent
standards with respect to the acquisition of banks, expand the powers of bank
holding companies with respect to interstate acquisitions, affect the non-
banking and securities activities permitted to banks or bank holding companies,
or restructure part or all of the existing regulatory framework for banks, bank
holding companies and other financial institutions. It is impossible to predict
whether new legislation or regulations will be adopted and the impact, if any,
on the business of First Commerce.

DIVIDENDS
- -----------
Under applicable federal statutes, the approval of the Comptroller is required
if the total of all dividends declared by a national bank in a calendar year
exceeds the aggregate of the Bank's "net profits," as defined, for that year and
its retained net profits for the two preceding years. Under this formula, First
Commerce's subsidiary banks could declare aggregate dividends as of December 31,
1996, without the further approval of the Comptroller, of approximately
$16,525,000.

Under Federal Reserve Board policy, First Commerce is expected to act as a
source of financial strength to each subsidiary bank and to commit resources to
support such banks in circumstances where it might not do so absent such policy.

The FDIC and the Comptroller have authority under federal law to take certain
enforcement actions against a national bank found to be engaged in conduct
which, in their opinion, constitutes an unsafe or unsound banking practice.
Depending upon the financial condition of the bank in question, and other
factors, the payment of dividends or other payments might under some
circumstances be considered by the FDIC and/or the Comptroller to be an unsafe
or unsound banking practice. In such case, the Comptroller could, among other
things, commence cease and desist proceedings and the FDIC could commence a
proceeding to terminate deposit insurance.

CAPITAL REQUIREMENTS
- --------------------
The Company and its subsidiaries are subject to various regulatory requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory - and possibly additional
discretionary - actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. The regulations require
that the Company and its banking subsidiaries meet specific capital adequacy
guidelines that involve quantitative measures of the Company's assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
practices. The Company's and its banking subsidiaries capital classifications
are subject to qualitative judgments by the regulators about components, risks
weightings, and other factors.

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
provides for, among other things, greater authority for the appointment of a
conservator or receiver for undercapitalized institutions. The prompt
corrective action regulations of the statute specify five capital categories
with the highest rating being "well capitalized." Generally, to be "well
capitalized" under the prompt corrective action provisions, an institution must
have Tier 1 capital to risk weighted assets and total capital to risk weighted
assets of 6% and 10%, respectively, and Tier 1 capital to quarterly average
assets of 5%. At December 31, 1996, each of the Company's subsidiary banks
exceeded the financial requirements for the "well capitalized" category under
such regulations.

The Federal Reserve Board has issued risk-based and leverage capital guidelines
for bank holding companies like First Commerce. The risk-based guidelines define
a two-tier capital framework. Generally, Tier 1 capital consists of common and
qualifying preferred shareholders' equity, less goodwill. Generally, Tier 2
capital consists of mandatory convertible debt, subordinated debt and other
qualifying term debt, preferred stock not qualifying for Tier 1 and the
allowance for loan losses, subject to certain limitations. The regulatory
minimum ratio for total capital is 8 percent, of which 4 percent must be Tier 1
capital. In addition, the minimum leverage ratio of Tier 1 capital to quarterly
average assets is 4 percent. On December 31, 1996, First Commerce's total
capital ratio was 14.7 percent, its Tier 1 ratio was 13.3 percent, and its Tier
1 leverage ratio was 9.4 percent.

FOREIGN OPERATIONS
- ------------------
The Company and its subsidiaries do not engage in any material foreign
activities.

ITEM 2. PROPERTIES

First Commerce owns its headquarters building, the NBC Center, which is located
at 1248 O Streets, Lincoln, Nebraska, in the downtown central business district
of the city. Construction of the eleven-story building was completed in March
1976. The Lincoln Bank leases the lower level and five additional floors of the
building. The remaining area of the building is leased to the public.

At December 31, 1996, First Commerce's subsidiary financial institutions
operated a total of seven main banking houses (including the Lincoln Bank's NBC
Center location), 17 detached facilities, and 106 automated teller machines.
All of the facilities are owned by the respective banks, with the exception of
the Lincoln Bank which is housed in the First Commerce owned NBC Center.

Additional information with respect to premises and equipment is presented on
Page 18 of the Notes to Financial Statements in First Commerce's 1996 Annual
Report to Shareholders, which is incorporated herein by reference.

For additional description of property owned and operated by First Commerce and
each subsidiary, see Item 1.

ITEM 3. LEGAL PROCEEDINGS

The nature of the business of First Commerce involves, at times, a certain
amount of litigation against First Commerce and its subsidiaries involving
matters arising in the ordinary course of business; however, in the opinion of
the management of First Commerce, there are no proceedings pending to which
First Commerce or any of its subsidiaries is a party, or which its property is
subject, which, if determined adversely, would be material in relation to the
financial condition of First Commerce.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of First Commerce's security holders during
the fourth quarter of the fiscal year covered by this report.

EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------
The present executive officers of First Commerce, their respective ages and the
year each was first elected an officer, are set forth in the following table:

Present Office Year First
Name Age or Position Elected Officer
- ----------------- ---- --------------- ----------------
James Stuart, Jr. 54 Chairman and Chief 1973
Executive Officer

Brad Korell 48 Executive Vice President 1990

Stuart Bartruff 42 Executive Vice President- 1987
and Secretary (Principal
Financial Officer)

Mark Hansen 41 Senior Vice President 1994

Donald Kinley 46 Vice President and Treasurer 1977
(Principal Accounting Officer)

The occupations of the executive officers for the last five years are as
follows:

James Stuart, Jr. was elected Chairman of the Board and Chief Executive Officer
on January 19, 1988. Mr. Stuart, Jr. had served as President and Chief
Executive Officer of First Commerce since May 3, 1985. Mr. Stuart, Jr. also
serves as Chairman and Chief Executive Officer of the Lincoln Bank, and as a
director of the remaining subsidiary banks except the West Point Bank.

Brad Korell has served as Executive Vice President of First Commerce and as
President of the Lincoln Bank since March 7, 1990. Prior to March 1990, Mr.
Korell had served as Executive Vice President and Senior Loan Officer of the
Lincoln Bank since December 1987.

Stuart Bartruff has served as Executive Vice President and Secretary since April
of 1994. Prior to April, 1994, Mr. Bartruff served as Senior Vice President-
Loan Services since 1988 and was elected Secretary in May of 1992.

Mark Hansen was elected Senior Vice President of First Commerce on June 21,
1994. Mr. Hansen has been an employee of the National Bank of Commerce since
1977, beginning as a Loan Analyst and being promoted to Corporate Lending
Officer in 1980, Corporate Banking Manager in 1986, Senior Lender Officer in
1990, and Executive Vice President of National Bank of Commerce in 1992, a title
he still holds.

Donald Kinley was elected as Vice President and Treasurer in April 1993. Prior
to that Mr. Kinley served as Vice President and Assistant Treasurer for more
than five years.

No family relationships exist between any of the executive officers.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1996, Page 1 and Page 27.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1996, Pages 28-31.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1996, Pages 32 through 45, and captioned as
" Management's Discussion and Analysis ."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1996, Pages 10 through 26.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference from the First Commerce Proxy Statement for the Annual
Meeting of Shareholders to be held April 15, 1997, under the caption "1.
Election of Directors" commencing on Page 2.

For information concerning the Executive Officers, see Item 4 at Page 11.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference from the First Commerce Proxy Statement for the Annual
Meeting of Shareholders to be held April 15, 1997, under the caption "Executive
Compensation and Other Information."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Incorporated by reference from the First Commerce Proxy Statement for the Annual
Meeting of Shareholders to be held April 15, 1997, under the captions "Principal
Shareholders" and "1. Election of Directors."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1996, Page 21, Footnote M and incorporated by
reference from the First Commerce Proxy Statement for the Annual Meeting of
Shareholders to be held April 15, 1997, under the caption "Executive
Compensation and Other Information."

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

FINANCIAL STATEMENTS PAGE REFERENCE
IN ANNUAL REPORT TO SHAREHOLDERS*

Consolidated Balance Sheets as of December 31, 1996 and 1995 ...10
Consolidated Statements of Income for the Three Years
Ended December 31, 1996 .....................................11
Consolidated Statements of Stockholders' Equity for
the Three Years Ended December 31, 1996 .....................12
Consolidated Statements of Cash Flows for the Three
Years Ended December 31, 1996 ...............................13
Notes to Consolidated Financial Statements .....................14
Independent Auditors' Report ...................................26

Condensed financial statements for parent company only may be found in the Notes
to Consolidated Financial Statements, Note P, Pages 23 and 24. All other
schedules have been omitted because the required information is presented in the
financial statements or in the notes thereto, the amounts involved are not
significant or the required subject matter is not applicable.

* These items are included in First Commerce's 1996 Annual Report to
Shareholders on the pages indicated and are hereby incorporated by reference in
this Form 10-K. First Commerce's 1996 Annual Report to Shareholders is an
integral part of this Form 10-K.

REPORTS ON FORM 8-K

There was no Form 8-K's filed in the fourth quarter of 1996.

EXHIBITS

The following Exhibit Index lists the Exhibits to Form 10-K.

Exhibit Number Page No. or Incorporation
- ------------------ by Reference to
-------------------------
(3) Articles of Incorporation and By-Laws:

(a) Articles of Incorporation of First
Commerce Bancshares, Inc. Exhibit 3.1 to Form S-1
No. 2-97513*

(b) Amendment to Articles of Incorporation Exhibit 3.1(a) to Form 8-K dated
dated October 19, 1993. October 19, 1993*

(d) By-Laws of First Commerce Bancshares, Exhibit 3.1 to Form S-1
Inc. No. 2-97513*

(4) Form of Indenture (including form of Capital Note) Exhibit 4(A) to Form S-1
relating to the issuance of $26,500,000 principal No. 33-47328*
amount of Capital Notes issued in Series between the
Registrant and Norwest Bank Nebraska, N.A., as Trustee.

(9) Not applicable.

(10) Material contracts.

(a) First Commerce Retirement Accumulation Plan and Trust. Exhibit 10(a) to Form 10-K for
the year ended December 31, 1992.*

(b) First Commerce Profit-Sharing and Thrift Plan and Trust. Exhibit 10(b) to Form 10-K for
the year ended December 31, 1992.*

(c) First Commerce Supplemental Executive Retirement and Exhibit 10(c) to Form 10-K for
Deferred Compensation Plan and Trust Agreement. the year ended December 31, 1992.*

(d) Deferred Compensation Plan and Deferred Compensation Exhibit 10(d) to Form 10-K for
Trust Agreement dated April 2, 1993 between the the year ended December 31, 1993.*
Company and Bradley F. Korell.

(e) Deferred Compensation Plan and Deferred Compensation Exhibit 10(e) to Form 10-K for
Trust Agreement dated April 2, 1993 between the the year ended December 31, 1993.*
Company and Mark W. Hansen.

(f) Deferred Compensation Plan and Deferred Compensation Exhibit 10(f) to Form 10-K for
Trust Agreement dated April 2, 1993 between the the year ended December 31, 1993.*
Company and Stuart L. Bartruff.

(g) Dividend Reinvestment Plan and Employee Stock Pur- Exhibit 1 to Form 8-K dated Decem-
chase Plan. ber 15, 1995.*

(11) Not applicable.

(12) Not applicable.

(13) Annual Report to Security Holders.

(16) Not applicable.

(18) Not applicable.

(19) Not applicable.

(22) Subsidiaries of the Registrant. See Item 1, Page 3.

(23) Not applicable.

(24) Not applicable.

(25) Not applicable.

(28) Not applicable.

(29) Not applicable.

* Exhibit has heretofore been filed with the Securities and Exchange Commission
and is incorporated herein as an exhibit by reference.

FINANCIAL STATEMENT SCHEDULES

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 14 (d) 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.

By: James Sturat, Jr. Date: March 18, 1997
---------------- ---------------
James Stuart, Jr.
Chairman, Chief Executive Officer
and Director

By: Stuart Bartruff Date: March 18, 1997
---------------- ---------------
Stuart Bartruff
Executive Vice President and Secretary
(Principal Financial Officer)

By: Donald Kinley Date: March 18, 1997
------------- ---------------
Donald Kinley
Vice President and Treasurer
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

David T. Calhoun Date: March 18, 1997
- ---------------- ---------------
David T. Calhoun, Director

Connie Lapaseotes Date: March 18, 1997
- ------------------ ---------------
Connie Lapaseotes, Director

- --------------------------- Date:_______________
John G. Lowe, III, Director

John C. Osborne Date: March 18, 1997
- ---------------- ---------------
John C. Osborne, Director

_____________________________ Date:_______________
Richard C. Schmoker, Director

Kenneth W. Staab Date: March 18, 1997
- ----------------- ---------------
Kenneth W. Staab, Director

_______________________ Date:_________________
James Stuart, Director

James Stuart, Jr. Date: March 18, 1997
- ----------------- ---------------
James Stuart, Jr., Director

Scott Stuart Date: March 18, 1997
- ------------- ---------------
Scott Stuart, Director