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

[X] Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 1996

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[ ] Transition Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934

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Commission file number: 0-7931

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

Louisiana 72-0701203
(State of incorporation) (I.R.S. Employer Identification No.)

210 Baronne Street, New Orleans, Louisiana 70112
(address of principal executive offices and zip code)

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

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class:

Common Stock, $5.00 par value

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.

Yes X No
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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 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. [ ]

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State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant as of February 18, 1997.
Approximately $1,519,887,010*

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

Common Stock: $5.00 par value; 38,899,927 shares outstanding as of March 3,
1997.

DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K
Documents Incorporated into which Incorporated
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Annual Report to Stockholders for Parts II and IV
the year ended December 31, 1996.

Definitive Proxy Statement Part III
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*For the purposes of this computation, shares beneficially owned by directors
and executive officers have been excluded.

FIRST COMMERCE CORPORATION
1996 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

PART I.
Page
----
Item 1. Description of Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 7

PART II.

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

PART III.

Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners
and Management 8
Item 13. Certain Relationships and Related Transactions 8

PART IV.

Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 8

PART I

Item 1
Description of Business

General
First Commerce Corporation (FCC) is a multi-bank holding company with
six wholly owned bank subsidiaries ("the Banks") in Louisiana: First National
Bank of Commerce in New Orleans (FNBC), City National Bank of Baton Rouge (CNB),
The First National Bank of Lafayette (FNBL), Central Bank of Monroe (CB), The
First National Bank of Lake Charles (FNBLC) and Rapides Bank & Trust Company in
Alexandria (RBT).
The six banks accounted for substantially all of the assets of FCC at
December 31, 1996, and substantially all of the net income for 1996. The Banks
offer customary services of banks of similar size and similar markets, including
numerous types of interest-bearing and noninterest-bearing deposit accounts,
commercial and consumer loans, trust services, correspondent banking services
and safe deposit facilities. For further discussion of FCC's operations, see the
Financial Review section of FCC's 1996 Annual Report, which is incorporated by
reference into Item 7 of this Annual Report on Form 10-K.
FCC has a number of non-bank subsidiaries, none of which, individually
or in the aggregate with other non-bank subsidiaries, account for a significant
amount of assets, revenues or earnings.

Regulation
Like other bank holding companies in Louisiana, FCC is subject to
regulation by the Louisiana Commissioner of Financial Institutions and the
Federal Reserve Board. Under the terms of the Bank Holding Company Act of 1956
(Act), as amended, FCC is restricted to only banking or bank-related activities
specifically allowed by the Act or the Federal Reserve Board. The Act requires
FCC to file required reports with the Federal Reserve Board. Each of FCC's Banks
is a member of the Federal Reserve System and is subject to regulation by the
Federal Reserve Board and the FDIC. The four national bank subsidiaries are also
subject to regulation and supervision by the United States Comptroller of the
Currency, while the two state-chartered bank subsidiaries are subject to
regulation and supervision by the Louisiana Commissioner of Financial
Institutions.

Payment of Dividends
The primary source of funds for debt service obligations and the
dividends paid by FCC to its stockholders is the dividends it receives from the
Banks. The payment of dividends by FCC's national banks is regulated by the
United States Comptroller of the Currency. The payment of dividends by FCC's
state banks is regulated by the Louisiana Commissioner of Financial Institutions
and the Federal Reserve Board. Banks are required to maintain minimum capital
levels to ensure capital adequacy. Prior approval must be obtained from the
appropriate regulatory authorities if the payment of dividends would result in
required capital falling below regulatory limits or if the payment of the
proposed dividend would result in an "undercapitalized" position. Additionally,
the national bank subsidiaries may not pay dividends in excess of their retained
net profits (net income less dividends for the current and prior two years)
without prior regulatory approval. The state bank subsidiaries may not pay
dividends in excess of their retained net profits (the lesser of net income less
dividends for the current year and one prior year or net income less dividends
for the current year and two prior years) without

prior regulatory approval. Under certain circumstances, regulatory authorities
may prohibit the payment of dividends by a bank or its parent holding company.
See Note 15 of Notes to Consolidated Financial Statements, which is incorporated
by reference into Item 8 of this Annual Report on Form 10-K.

Transactions with Affiliates
Federal law prohibits FCC or its non-bank subsidiaries from borrowing
from its Banks, unless the borrowings are secured by assets with market values
of 100% to 130% of loan amounts, depending upon the nature of the collateral.
Loans to or investments in a single covered affiliate by a subsidiary bank may
not exceed 10% and loans to or investments in all covered affiliates may not
exceed 20% of an individual bank's capital, as defined in applicable Federal
Reserve Board regulations. Further, 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 sale of property or furnishing of services.

Company Support of Bank Subsidiaries
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
(FIRREA) contains a "cross-guarantee" provision which could result in any
insured depository institution owned by FCC (i.e., any bank subsidiary) being
assessed for losses incurred by the FDIC in connection with assistance provided
to, or the failure of, any other depository institution owned by FCC. In
addition, under Federal Reserve Board policy, FCC is expected to act as a source
of financial strength to each of its Banks and to commit resources to support
each such bank in circumstances in which the bank might need outside support.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (1991
Act) provides, among other things, that undercapitalized institutions, as
defined by regulatory authorities, must submit recapitalization plans, and a
parent company of such an institution must either (i) guarantee the
institution's compliance with the capital plan, up to an amount equal to the
lesser of five percent of the institution's assets at the time it becomes
undercapitalized or the amount of the capital deficiency when the institution
fails to comply with the plan, or (ii) suffer certain adverse consequences such
as a prohibition of dividends by the parent company to its shareholders.

Prompt Corrective Action
The 1991 Act and implementing regulations classify banks into five
categories generally relating to their regulatory capital ratios and institutes
a system of supervisory actions indexed to a particular classification.
Generally, banks that are classified as "well capitalized" or "adequately
capitalized" are not subject to the supervisory actions specified in the 1991
Act for prompt corrective action, but may be restricted from taking certain
actions that would lower their classification. Banks classified as
"undercapitalized", "significantly undercapitalized" or "critically
undercapitalized" are subject to restrictions and supervisory actions of
increasing stringency based on the level of classification.
Under the present regulation, all of the Banks are "well-capitalized".
While such a classification would exclude the Banks from the restrictions and
actions envisioned by the prompt corrective action provisions of the 1991 Act,
the regulatory agencies have broad

powers under other provisions of federal law that would permit them to place
restrictions or take other supervisory action regardless of such classification.

Other Provisions of the 1991 Act
In general, the 1991 Act subjected banks and bank holding companies to
significantly increased regulation and supervision. Other significant provisions
of the 1991 Act require the federal regulators to draft non-capital regulatory
measures to assure bank safety, including underwriting standards and minimum
earnings levels. The legislation further requires regulators to perform annual
on-site bank examinations, places limits on real estate lending and tightens
audit requirements. The 1991 Act and implementing regulations also impose
disclosure requirements relating to fees charged and interest paid on checking
and deposit accounts.

Interstate Banking and Branching Efficiency Act
The Interstate Banking and Branching Efficiency Act of 1994 (Interstate
Act) (i) allows bank holding companies to acquire a bank located in any state,
subject to certain limitations that may be imposed by the state, (ii) allows
banks after June 1, 1997, (or earlier if permitted by state law) to merge across
state lines unless the home state has enacted prior to June 1, 1997, a law
opting out of interstate bank mergers, and (iii) permits banks to establish
branches outside their state of domicile if expressly permitted by the law of
the state in which the branch is to be located. In 1995, the Louisiana
Legislature enacted legislation permitting an out-of-state bank holding company
to convert its Louisiana banks, as defined, into branches of the holding
company's out-of-state banks, effective June 1, 1997. Prior thereto an
out-of-state holding company is permitted only with certain limitations to
acquire Louisiana banks as separate entities. Registrant is unable to predict at
this time the effect of the Interstate Act and the Louisiana legislation on
competition.

Annual Insurance Assessment
FCC's Banks are subject to deposit insurance assessments by the FDIC.
Effective January 1, 1996, the rate paid by the Banks for deposit insurance to
the Bank Insurance Fund (BIF) was reduced to zero. Premiums related to FCC's
Savings Association Insurance Fund (SAIF) insured deposits, however, continued
to be assessed at the rate of 23 cents per $100 of deposits. On September 30,
1996, the Deposit Insurance Fund Act (DIFA) was enacted. Among other things,
DIFA provided for a special one-time assessment of SAIF-insured deposits to
recapitalize the SAIF. Under DIFA, the Banks were allowed to move 20% of their
SAIF deposits to the BIF without penalty and were required to pay a one-time
assessment at the rate of 65.7 cents per $100 of deposits on the remaining 80%
of SAIF deposits. The Banks SAIF-insured deposits now incur the same insurance
premium charge as BIF deposits. Beginning in 1997, all insured institutions will
be assessed the interest cost of the Financing Corporation bonds which were
issued to provide funds for the resolution of failed thrift institutions. The
assessment rate for BIF deposits is 1.3 cents per $100 of deposits, while the
rate for SAIF deposits is 6.48 cents per $100 of deposits. At December 31, 1996,
approximately 87% of FCC's deposits were insured by the BIF, while approximately
12% were insured by the SAIF.

Miscellaneous

Federal and Louisiana laws provide for the enforcement of any pro rata
assessment of stockholders of a bank to cover impairment of capital stock by
sale, to the extent necessary, of the stock of any assessed stockholder failing
to pay the assessment. FCC, as the stockholder of its Banks, is subject to these
provisions.

Item 2
Properties

FCC's executive offices are located in leased facilities in the Central
Business District of New Orleans. Through its subsidiaries, FCC also owns or
leases its principal banking facilities and offices in New Orleans, Baton Rouge,
Lafayette, Monroe, Lake Charles and Alexandria. Of the 141 banking offices open
at the end of 1996, 90 are owned and 51 are leased.
Data processing services for FCC and each of its subsidiaries are
performed in a facility in the Metropolitan New Orleans area, which is owned by
a subsidiary of FCC.
Management considers all properties owned or leased to be suitable and
adequate for their intended purposes and considers the leases to be fair and
reasonable. For additional information concerning premises and information
concerning FCC's obligations under long-term leases, see Note 8 of Notes to
Consolidated Financial Statements, which is incorporated by reference into Item
8 of this Annual Report on Form 10-K.

Item 3
Legal Proceedings

In the quarter ended December 31, 1995, suit was filed against FNBC,
among other defendants, in the matter entitled City of New Orleans (the City)
and Rivergate Development Corporation v. Harrah's Entertainment, Inc. and
others, Civil District Court for the Parish of Orleans. The plaintiffs sued FNBC
in its capacity as Trustee under the $435 million Trust Indenture related to
bonds issued to finance construction of a land-based casino in New Orleans,
claiming that FNBC breached an "implied duty of good faith" to the City as an
additional beneficiary under the Notes Completion Guarantee, a security
instrument executed in connection with the Trust Indenture. Plaintiffs seek the
joint and several liability of all named defendants to complete construction of
the land-based casino, at an estimated cost of $190 million. On January 23,
1996, Harrah's Entertainment, Inc. and its related defendants, with the consent
of FNBC, removed the suit from the state to the federal bankruptcy court in New
Orleans. The bankruptcy court will consider motions to dismiss FNBC after the
bankruptcy proceedings have concluded. A hearing to consider confirmation of a
Third Amended Plan for Reorganization is scheduled for April 14, 1997. If
confirmed, this Plan will conclude the bankruptcy proceedings. The Plan, as
drafted, incorporates a settlement with the City that will dismiss this lawsuit.
In the opinion of management, after consulting with counsel, the ultimate
outcome of the litigation will not result in a material adverse effect upon FCC.
FCC and its subsidiaries have been named as defendants in various other
legal actions arising from normal business activities in which damages of
various amounts are claimed. The amount, if any, of ultimate liability with
respect to such matters cannot be determined. However, after consulting with
legal counsel, management believes any such liability will not have a material
effect on FCC's consolidated financial condition or results of operations.

Item 4

Submission of Matters to a Vote of Security Holders

Not Applicable

PART II

Information required for Items 5 through 8 is included in First
Commerce Corporation's 1996 Annual Report to stockholders filed as Exhibit 13
herewith and incorporated herein on the pages indicated below.

Item 5
Market for the Registrant's Common Stock and Related Stockholder Matters, Pages
34-36

Item 6
Selected Financial Data, Pages 34-36

Item 7
Management's Discussion and Analysis of Financial Condition and Results of
Operations, Pages 15-33

Item 8
Financial Statements and Supplementary Data, Pages 37-56

Item 9
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

Not Applicable

PART III

Item 10
Directors and Executive Officers of the Registrant

Ian Arnof, 57 -- President, Chief Executive Officer and Director of FCC since
1983.

R. Jeffrey Brooks, 48 -- Executive Vice President of FCC since 1993; Director of
Card Services of FCC since 1994; Director of Strategic Support of FCC from 1993
to 1994; President and Chief Operating Officer of FNBLC from 1992 to 1993;
Senior Vice President and Bankcard Group Manager of FNBC from 1986 to 1992.

Thomas L. Callicutt, Jr., 49 -- Executive Vice President of FCC since 1996,
Senior Vice President, Controller and Principal Accounting Officer of FCC since
1987.

Michael A. Flick, 48 -- Executive Vice President of FCC since 1985; Chief
Administrative Officer of FCC since 1994; Chief Credit Policy Officer of FCC
from 1985 to 1994; Chief Financial Officer of FCC from 1988 to 1992; Secretary
of FCC since 1987.

Howard C. Gaines, 56 -- Executive Vice President of FCC since 1995; Chairman of
the Board of Directors of FNBC since 1988; Chief Executive Officer of FNBC from
1988 to 1994.

Kimberly Y. Lee, 36 -- Executive Vice President and Chief Internal Auditor of
FCC since 1994; Senior Vice President and Manager of Audit and Credit Review
from 1992 to 1994. Ms. Lee served as a national bank examiner for the Office of
the Comptroller of the Currency from 1982 to 1992.

Ashton J. Ryan, Jr., 49 -- Senior Executive Vice President of FCC since 1993;
President of FNBC since 1991; Chief Executive Officer of FNBC since 1994; Chief
Operating Officer of FNBC from 1991 to 1994.

E. Graham Thompson, 60 -- Executive Vice President and Chief Credit Policy
Officer of FCC since 1994; President and Chief Executive Officer of FNBL from
1992 to 1994; Chief Executive Officer of RBT from 1992 to 1994; President and
Chief Executive Officer of CNB from 1987 to 1992.

Joseph V. Wilson III, 47 -- Senior Executive Vice President of FCC since 1993;
Executive Vice President of FCC from 1989 to 1992.

The remaining information required under Item 10, and the information
required by Items 11 through 13 is incorporated by reference to the Registrant's
definitive Proxy Statement for the 1997 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission.

PART IV

Item 14
Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial Statements - See Item 8.
2. Financial Statement Schedules - All schedules are omitted,
since they are either not applicable or the required
information is shown in the financial statements or notes
thereto.

3. Exhibit 3.1 Restated Articles of Incorporation of First
Commerce Corporation.

3.2 Amended and Restated By-laws of First
Commerce Corporation included as Exhibit 3.2
to First Commerce Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by
reference.

4.1 Indenture between First Commerce Corporation
and Republic Bank, Dallas, N.A., Trustee,
(trusteeship since transferred to The Bank
of New York) including the form of 12 3/4%
Convertible Debentures due 2000, Series A
included as Exhibit 4.1 to First Commerce
Corporation's Annual Report on Form 10-K for
the year ended December 31, 1985 and
incorporated herein by reference.

4.2 Indenture between First Commerce Corporation
and Republic Bank, Dallas, N.A., Trustee,
(trusteeship since transferred to The Bank
of New York) including the form of 12 3/4%
Convertible Debentures due 2000, Series B
included as Exhibit 4.2 to First Commerce
Corporation's Annual Report on Form 10-K for
the year ended December 31, 1985 and
incorporated herein by reference.

4.3 Rights Agreement between First Commerce
Corporation and First Chicago Trust Company
of New York as Rights Agent included as
Exhibit 4.3 to First Commerce Corporation's
Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated
herein by reference.

10.1 Form of Employment Agreement between First
Commerce Corporation and Messrs. Arnof,
Brooks, Flick, Gaines, Ryan, Thompson,
Wilson and Ms. Lee included as Exhibit 10.1
to First Commerce Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by
reference.

10.2 Amended and Restated First Commerce
Corporation Supplemental Tax-Deferred
Savings Plan included as Exhibit 10.1 to
First Commerce Corporation's Annual Report
on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.

10.3 First Commerce Corporation Retirement
Benefit Restoration Plan included as Exhibit
10.3 to First Commerce Corporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996, and
incorporated herein by reference.

10.4 Form of Nonqualified Stock Option Agreement
under the First Commerce Corporation 1992
Stock Incentive Plan and Form of Restricted
Stock Agreement under the First Commerce
Corporation 1992 Stock Incentive Plan
included as Exhibit 10.2 to First Commerce
Corporation's Annual Report on Form 10-K for
the year ended December 31, 1992, and
incorporated herein by reference.

10.5 First Commerce Corporation Amended and
Restated 1992 Stock Incentive Plan included
as Exhibit 10.4 to First Commerce
Corporation's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996,
and incorporated herein by reference.

10.6 First Commerce Corporation Supplemental
Executive Retirement Plan

10.7 First Commerce Corporation Directors'
Phantom Stock Plan

10.8 First Commerce Corporation Change in Control
Severance Plan

11 Statement Re: Computation of Earnings Per
Share

13 First Commerce Corporation's 1996 Annual
Report to Stockholders

21 Subsidiaries of First Commerce Corporation

23 Consent of Arthur Andersen LLP

24 Power of Attorney

27 Financial Data Schedule

(b)Reports on Form 8-K
None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(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 Corporation
(Registrant)

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

Date: March 26, 1997

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 on the dates indicated.

Signatures Title
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Ian Arnof President, Chief Executive
Officer and Director

Hermann Moyse, Jr. Chairman of the Board

Michael A. Flick Executive Vice President and
Chief Administrative Officer

James J. Bailey III Director

John W. Barton Director

Sydney J. Besthoff III Director

Robert H. Bolton Director

Mary Ellen Chavanne Director

Robert C. Cudd III Director

Frances B. Davis Director

Laurance Eustis, Jr. Director

William P. Fuller Director

Arthur Hollins III Director

Erik F. Johnsen Director By /s/ Thomas L. Callicutt, Jr.
----------------------------
J. Merrick Jones, Jr. Director Thomas L. Callicutt, Jr.
Attorney-in-Fact
Edwin Lupberger Director Executive Vice President,
Controller and Principal
Hugh G. McDonald, Jr. Director Accounting Officer

Saul A. Mintz Director

O. Miles Pollard, Jr. Director

G. Frank Purvis, Jr. Director

Thomas H. Scott Director Date: March 26, 1997

H. Leighton Steward Director

Robert A. Weigle Director