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.
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For the fiscal year ended December 31, 1998
------------------------------------

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

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
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(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 February 26, 1999, the aggregate market value of the common stock
held by non-affiliates of the registrant was $151.8 million. For purposes of
this computation only, the market value per share has been determined to be
$27.25 for Class A shares and $26.125 for Class B shares, which is the average
of the high and low trading range on February 26, 1999. "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 February 26, 1999
--------------------------
Class A Common Stock, $.20 Par Value 2,583,319 shares
-----------------
Class B Common Stock, $.20 Par Value 10,928,951 shares
-----------------

DOCUMENTS INCORPORATED BY REFERENCE

1998 Annual Report to Shareholders - Parts I, II and IV
Proxy Statement for Annual Shareholder's Meeting to be held April 20, 1999 -
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----------------------------------------------------------19,28 & 41
Return on Equity and Assets-------------------- ------------------------------30
Short-term Borrowings------------------------- -------------------------------19
ITEM 2. Properties 13
ITEM 3. Legal Proceedings-------------------------------------------------------14
ITEM 4. Submission of Matters to a Vote of Security
Holders -----------------------------------------------------------14
Executive Officers------------------------------------------------------14

PART II

ITEM 5. Market for the Registrant's Common Stock and
Related Stockholder Matters-----------------------------------------15
ITEM 6. Selected Financial Data-------------------------------------------------15
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation----------------------------------15
ITEM 7A. Quantitative and Qualitative Disclosures About
Market Risk---------------------------------------------------------15
ITEM 8. Financial Statements and Supplementary Data-----------------------------16
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure---------------------------------16

PART III

ITEM 10. Directors and Executive Officers of the
Registrant----------------------------------------------------------16
ITEM 11. Executive Compensation--------------------------------------------------16
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management------------------------------------------------------16
ITEM 13. Certain Relationships and Related Transactions--------------------------16

PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K-------------------------------------------------17
Signatures 19

PART I

Discussions of certain matters contained in this Annual Report on Form 10-K may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), and as such, may
involve risks and uncertainties. These forward-looking statements relate to,
among other things, expectations of the business environment in which First
Commerce Bancshares, Inc. ("First Commerce" or the "Company") operates,
projections of future performance, perceived opportunities in the market, and
statements regarding the Company's mission and vision. The Company's actual
results, performance and achievements may differ materially from the results,
performance and achievements expressed or implied in such forward-looking
statements.

ITEM 1. BUSINESS

General

First Commerce Bancshares, Inc. 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 499,300 99.86%
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 9,920 99.20%
First National Bank of West Point, Nebraska 4,800 96.00%
The First National Bank of McCook, Nebraska 6,000 100.00%
Western Nebraska National Bank
Valentine, Nebraska 6,000 100.00%

As of December 31, 1998, First Commerce reported consolidated total assets of
$2,384,745,000, total deposits of $1,728,500,000 and total stockholders' equity
of $248,646,000.

As of December 31, 1998 First Commerce and its subsidiaries had a staff of
approximately 1,211 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
seven detached facilities and 45 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 255 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 90,000 active accounts as of December 31, 1998.

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 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. A new addition/remodeling
project, with an approximate total cost of $3.2 million, is in the process of
being completed (estimated completion date of January 1999. The Kearney Bank
presently operates three detached facilities and 12 automated "Bank In The Box"
teller machines located throughout the Kearney area, one each in Holdrege and
Odessa, Nebraska.

The Kearney Bank recently opened a loan/deposit production office in Holdrege,
Nebraska.

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 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. The
Bank owns all facilities. The Grand Island Bank operates 9 automated "Bank In
The Box" teller machines located in Grand Island, and one located at Bosselman's
at I-80 and Hwy 281.

The Grand Island Bank has a loan/deposit production office in Wood River,
Nebraska and in Cairo, Nebraska. An ATM machine is located at each of these
locations.

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.

In addition to its North Platte locations, the North Platte Bank operates two
full service branches in Alliance and Bridgeport.

The North Platte Bank has a loan/deposit production office in Hyannis, Nebraska.
In June 1998, the North Platte Bank sold the assets of two former loan
production offices in Valentine and Mullen, to a newly chartered bank in
Valentine, Western Nebraska National Bank of Valentine. The Mullen loan
production office is currently operating as a loan production office for the
Valentine Bank. The newly chartered bank is also a subsidiary of First Commerce
Bancshares, Inc. During, January 2000, at the end of an eighteen-month waiting
period, First Commerce plans to merge the Valentine Bank back into the North
Platte bank.

The North Platte Bank has nine automated "Bank In The Box" teller machines in
North Platte, three in Alliance, one each in Bridgeport, Hershy, Hemingford,
Sutherland, Thedford, and Hyannis, Nebraska.

A new main bank facility opened in downtown North Platte in April 1997. Total
cost of this new facility was approximately $5.8 million. A new branch facility
was recently completed in Alliance, with a total cost of approximately $880,000.

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 facility was remodeled in 1998 for approximately
$750,000. 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 11 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 has one loan/deposit production office in Snyder, Nebraska.

The West Point Bank operates one automated "Bank In The Box" teller machine in
West Point and one 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 onto in 1993. The West Point Bank owns the building.

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
each in Culbertson, Nebraska; Burlington, Colorado; and Goodland, Kansas.

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

The McCook Bank opened a loan production office in Goodland, Kansas in 1997, and
opened a loan production office in Burlington, Colorado in January 1998.

Western Nebraska National Bank (the "Valentine Bank")
- -----------------------------------------------------
In June 1998, the Company opened to new-chartered bank in Valentine, Nebraska,
named Western Nebraska National Bank. The Valentine Bank acquired the assets and
assumed the deposits of the North Platte Bank's loan/deposit production offices
in Valentine and Mullen, Nebraska. The Valentine Bank operates one automated
teller machine in Valentine, and operates one automated teller machine in
Mullen.

The Mullen location operates as a loan/deposit production office.

A new main bank facility will be built in 1999 at 105 North Main, Valentine
Nebraska, at an approximate totalcost of $1.2 million.

It is First Commerce's intent to merge the Valentine Bank into the North Platte
Bank in January 2000.

First Commerce Bank of Colorado, NA (the "Colorado Bank")

The Company has received approval to charter a new bank in northern Colorado
Springs, Colorado. It is the Company's intent to open for business sometime in
May 1999.

The Colorado Bank will build a new building at the corner of Struthers Road and
Gleneagle Drive, with a total cost including land, building and equipment of
approximately $2.5 million.

First Commerce will own 100% of a new holding company named First Commerce
Bancshares of Colorado, Inc., which will in turn own the Colorado Bank.

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.

As of October 1997, First Commerce converted the Lincoln Bank's common trust
funds into mutual funds. First Commerce Investors advise the funds. Currently
there are five funds, all under the name of the Great Plains Family of Funds.
There are two equity funds, two bond funds, and an international fund. At
December 31, 1998, assets in these funds totaled $422 million.

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 from other commercial banks in all
activities. In addition, other financial institutions compete throughout
Nebraska and the Midwest for most of the services First Commerce provides.
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, 1998, First Commerce had total deposits of
approximately $1,728,500,000, 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). 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.)

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 subsidiary banks. Adequately
capitalized and adequately managed bank holding companies are permitted to make
acquisitions of banks located anywhere in the United States without regard to
the provisions of any state laws that may 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% limit and may also lower such limit if they do so on a
non-discriminatory basis. Nebraska's limit of 14% applies to both in-state and
out-of-state holding companies. States also are permitted to prohibit
acquisitions of banks that have been established for fewer than five years. The
Nebraska legislature has enacted such a five-year requirement. 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.

Effective June 1, 1997, the above statute also permitted interstate branch
banking in all states by adequately capitalized and adequately managed banks.
However, 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.
However, Nebraska has prohibited de novo interstate branching and has prohibited
the acquisition of a branch, as opposed to a whole bank, by an out-of-state
bank. 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 eight 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% of the
institution's capital, although the Federal Reserve has subsequently increased
the cap to 200% 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,
1998, without the further approval of the Comptroller, of approximately
$21,000,000.

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 that,
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, 1998, 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%, of which 4% must be Tier 1 capital. In
addition, the minimum leverage ratio of Tier 1 capital to quarterly average
assets is 4%. On December 31, 1998, First Commerce's total capital ratio was
15.4%, its Tier 1 ratio was 14.0%, and its Tier 1 leverage ratio was 10.0%.

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, 1998, First Commerce's subsidiary financial institutions
operated a total of eight main banking houses (including the Lincoln Bank's NBC
Center location), 18 detached facilities, and 110 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 1998 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. 56 Chairman and Chief 1973
Executive Officer

Brad Korell 50 Executive Vice President 1990

Stuart Bartruff 44 Executive Vice President 1987
and Secretary (Principal
Financial Officer)

Mark Hansen 43 Senior Vice President 1994

Donald Kinley 48 Senior 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 Offi-
cer on January 19, 1988. Mr. Stuart,Jr. had served as President and Chief Exe-
cutive Officer of First Commerce since May 3, 1985. Mr. Stuart, Jr.
also serves as Chairman and Chief Executive Officer of the Lincoln Bank,
Chairman of the North Platte Bank, and as a director of the remaining subsi-
diary 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 Senior Vice President and Treasurer in March 1999.
Prior to that Mr. Kinley served as Vice President and 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, 1998, 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, 1998, 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, 1998, Pages 32 through 47, and captioned as
"Management's Discussion and Analysis."

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1998, Pages 37 through 40, and captioned
"Management's Discussion and Analysis--Market Risk."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated by reference from the First Commerce Annual Report to Shareholders
for the Year Ended December 31, 1998, 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 20, 1999, under the caption "1.
Election of Class I Directors," commencing on Page 2.

For information concerning the Executive Officers, see Item 4 at Page 13.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference from the First Commerce Proxy Statement for the Annual
Meeting of Shareholders to be held April 20, 1999, 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 An-
nual Meeting of Shareholders to be held April 20, 1999, under the captions
"Principal Shareholders" and "1. Election of Class I 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, 1998, Page 21, Footnote M and incorporated by
reference from the First Commerce Proxy Statement for the Annual Meeting of
Shareholders to be held April 20, 1999, 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, 1998 and 1997................................10
Consolidated Statements of Income for the Three Years Ended December 31, 1998...............11
Consolidated Statements of Stockholders' Equity for the Three Years Ended
December 31, 1998......................................................................12
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1998...........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 1998 Annual Report to
Shareholders on the pages indicated and are hereby incorporated by reference in
this Form 10-K. First Commerce's 1998 Annual Report to Shareholders is an
integral part of this Form 10-K.

Reports on Form 8-K

There were no Form 8-K's filed in the fourth quarter of 1998.

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 Exhibit 3.1 to Form S-1
Bancshares, Inc. No. 2-97513*

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

(d) By-Laws of First Commerce Bancshares, Inc. Exhibit 3.1 to Form S-1
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 Supplemental Executive Retirement and Exhibit 10(c) to Form 10-K for
Deferred Compensation Plan and Trust Agreement. the year ended December 31, 1992.
Exhibit 1 to Form 10-Q for the
Quarter ended March 31, 1998.*

(b) 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.

(c) 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.

(d) 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.

(e) Dividend Reinvestment Plan and Employee Stock Exhibit 1 to Form 8-K dated
Purchase Plan. December 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 Stuart, Jr. Date: March 23, 1999
-------------------------------- ---------------
James Stuart, Jr.
Chairman, Chief Executive Officer
and Director

By: Stuart Bartruff Date: March 23, 1999
-------------------------------- ---------------
Stuart Bartruff
Executive Vice President and Secretary
(Principal Financial Officer)

By: Donald Kinley Date: March 23, 1999
-------------------------------- ---------------
Donald Kinley
Senior 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 23, 1999
- --------------------------- --------------
David T. Calhoun, Director

Connie Lapaseotes Date: March 23, 1999
- --------------------------- --------------
Connie Lapaseotes, Director

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

__________________________ Date: _____________
John C. Osborne, Director

_____________________________ Date: ____________
Richard C. Schmoker, Director

William C. Schmoker Date: March 23, 1999
- ----------------------------- ---------------
William C. Schmoker, Director

_____________________________ Date: _______________
Kenneth W. Staab, Director

James Stuart, Jr. Date: March 23, 1999
- --------------------------- --------------
James Stuart, Jr., Director

James Stuart, III Date: March 23, 1999
- --------------------------- ---------------
James Stuart, III, Director

Scott Stuart Date: March 23, 1999
- ---------------------- ---------------
Scott Stuart, Director