EXHIBIT 5

              [Jones, Walker, Waechter, Poitevent,
                 Carrere & Denegre Letterhead]


                       December 21, 1994



First Commerce Corporation
210 Baronne Street
New Orleans, LA   70112

Dear Sirs:

     We have acted as counsel to First Commerce Corporation (the "Company")
in connection with the Company's Tax-Deferred Savings Plan (the "Plan") and 
the   Company's  registration  statement  on  Form  S-8  (the "Registration 
Statement") with respect to the proposed offering by the Company of 750,000
shares   of the   Company's   Common  Stock, $5.00 par value per share (the 
"Shares") and participation interests  in the Plan pursuant to the terms of 
the Plan.

     Based upon the foregoing, and  upon  our examination of such legal and
factual matters as we deem necessary in order to furnish this opinion:

     1.    It   is  our  opinion  that   the  Shares and the  participation 
           interests in the Plan, when issued as contemplated  by the Plan, 
           will be duly authorized,  legally  issued,  fully  paid and non-
           assessable, assuming the Shares are not issued for less than par 
           value; and

     2.    It is  our   opinion   that   the provisions of the written Plan 
           document  in   effect   on   the   date   hereof comply with the 
           requirements of the Employee  Retirement  Income Security Act of 
           1974 applicable to such provisions.

     We hereby consent to the filing  of  this opinion as an exhibit to the
Registration Statement. 

                                       JONES, WALKER, WAECHTER,
                                       POITEVENT, CARRERE & DENEGRE



                                       By: /s/Margaret F. Murphy               
                                           Margaret F. Murphy