UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549



                                      FORM 8-K

                                   CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934





         DATE OF REPORT (Date of earliest event reported):  January 20, 1998


                             FIRST COMMERCE CORPORATION
               (Exact name of registrant as specified in its charter)



                 LOUISIANA                0-7931                72-0701203
           (State or other           (Commission File         (IRS Employer
           jurisdiction of               Number)          Identification Number)
           incorporation)




           201 ST. CHARLES AVE., 29TH FLOOR, NEW ORLEANS, LOUISIANA  70170
                 (Address of principal executive offices - Zip Code)



           Registrant's telephone number, including area code:  (504) 623-1371


                                         N/A
            (Former name or former address, if changed since last report)


         

             Item 5. Other Events.

                  On  January  20,  1998, Banc One Corporation declared a
             10% stock dividend on its  Common  Stock.  The effect of the
             stock  dividend under the current merger  agreement  between
             First Commerce  Corporation  and  Banc One Corporation is to
             increase the stock exchange ratio provided therein from 1.28
             shares of Banc One Corporation Common  Stock  for each share
             of First Commerce Common Stock to 1.408 shares  of  Banc One
             Corporation  Common  Stock  for each share of First Commerce
             Corporation Common Stock.

                  The declaration of the dividend  will  also reduce Banc
             One  Corporation's  average  stock prices that would,  under
             certain circumstances specified  in  the  merger  agreement,
             trigger  termination rights under the agreement from  $49.67
             and $47.46, respectively, to $45.15 and $43.15 respectively.

                  Also,   on   January  20,  1998,  Banc  One Corporation
             filed  its  application with the  Federal  Reserve Board for
             approval of the proposed merger.


        
                                      SIGNATURE




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


                                      FIRST COMMERCE CORPORATION
                                      (Registrant)


                                      By:/s/ Thomas L. Callicutt, Jr.
                                             Thomas L. Callicutt, Jr.
                                             Executive Vice  President,
                                             Controller and Principal
                                             Accounting Officer



              Dated: January 30, 1998