As filed with the Securities and Exchange Commission on May 29, 1998.

                        Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           THE SECURITIES ACT OF 1933


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

           LOUISIANA                             72-0724532
  (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)              Identification No.)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
TITLE OF          AMOUNT TO BE           PROPOSED     PROPOSED      AMOUNT OF
SECURITIES        REGISTERED             MAXIMUM      MAXIMUM       REGISTRATION
TO BE                                    OFFERING     AGGREGATE     FEE
REGISTERED                               PRICE PER    OFFERING
                                         SHARE (1)    PRICE (1)
--------------------------------------------------------------------------------
Class A
Common Stock,
no par
value             2,017,633              $20.6875     $41,739,782.69    $4,070
                  shares
--------------------------------------------------------------------------------
1.       Calculated  pursuant to Rule 457 (c) as permitted by Rule 457(h) of the
         Securities Act of 1933 (the "Securities  Act"),  based upon the mean of
         the high and low sales prices of a share of the Company's  Common Stock
         on May 27, 1998


<PAGE>


Incorporation of Previous Registration Statement

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is filed  solely to register an  additional  2,017,633  shares of the
Common  Stock of  Hibernia  Corporation  (the  "Company")  under  the  Long-Term
Incentive Plan (the "Plan").  The provisions of the Plan as in effect on January
1, 1997  provided for an automatic  increase in the number of shares  subject to
the  plan  equal to 1.5% of the  total  shares  of the  Company's  Common  Stock
outstanding as of January 1, 1998. Pursuant to this provision,  2,017,633 shares
are included herein. Pursuant to Instruction E, the contents of the Registrant's
Form  S-8  Registration  Statement  No.  33-59743  are  hereby  incorporated  by
reference.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by the Company with the  Commission are
hereby incorporated herein by reference:

         (a) Annual  Report on Form 1O-K for the fiscal year ended  December 31,
1997.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

         (c)  Proxy   Statement  in  connection   with  the  Annual  Meeting  of
Shareholders  held on April  21,  1998,  except  for the  portions  of the Proxy
Statement that appear under the headings  "Report of the Executive  Compensation
Committee" and "Stock Performance Graph."

         (d) The  description  of the Common Stock  contained  in the  Company's
Current Report on Form 8-K dated November 2, 1994.

         All documents  filed by the Company  after the date of this  Prospectus
pursuant to Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment which indicates that all Common Stock offered hereby
has been sold or which  deregisters  such Common  Stock then  remaining  unsold,
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

Item 8.  Exhibits.

EXHIBIT      DESCRIPTION

3.1            Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year
               ended  December  31,  1996,  filed  with  the  Commission  by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference  (Articles  of  Incorporation  of  the  Registrant,  as
               amended)

3.2            Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
               ended  December  31,  1996,  filed  with  the  Commission  by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference (By-Laws of the Registrant, as amended to date)

10.13          Exhibit  10.13 to the  Annual  Report on Form 10-K for the fiscal
               year ended  December 31, 1988,  filed with the  Commission by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference  (Deferred  Compensation  Plan for Outside Directors of
               Hibernia Corporation and its Subsidiaries, as amended)

10.14          Exhibit  10.14 to the  Annual  Report on Form 10-K for the fiscal
               year ended  December 31, 1990,  filed with the  Commission by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference (Hibernia Corporation Executive Life Insurance Plan)

10.16          Exhibit 4.7 to the Registration  Statement on Form S-8 filed with
               the Commission by the Registrant  (Registration  No. 33-26871) is
               hereby incorporated by reference (Hibernia Corporation 1987 Stock
               Option Plan, as amended to date)

10.34          Exhibit C to the  Registrant's  definitive  proxy statement dated
               August  17,  1992   relating  to  its  1992  Annual   Meeting  of
               Shareholders  filed  by the  Registrant  with the  Commission  is
               hereby  incorporated  by reference  (Long-Term  Incentive Plan of
               Hibernia Corporation)

10.35          Exhibit A to the  Registrant's  definitive  proxy statement dated
               March  23,  1993   relating   to  its  1993  Annual   Meeting  of
               Shareholders  filed  by the  Registrant  with the  Commission  is
               hereby incorporated by reference (1993 Director Stock Option Plan
               of Hibernia Corporation)

10.36          Exhibit 10.36 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1993 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between  Stephen A.  Hansel and  Hibernia
               Corporation)

10.37          Exhibit 10.37 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1994 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between J. Herbert  Boydstun and Hibernia
               Corporation)

10.38          Exhibit 10.38 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1993 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between E. R. "Bo"  Campbell and Hibernia
               Corporation)

10.39          Exhibit 10.39 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment   Agreement   between  B.  D.  Flurry  and   Hibernia
               Corporation)

10.40          Exhibit 10.40 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Split-Dollar   Life  Insurance  Plan  of  Hibernia   Corporation
               effective as of July 1996)

10.41          Exhibit 10.41 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Nonqualified  Deferred  Compensation  Plan  for  Key  Management
               Employees of Hibernia Corporation effective as of July 1996)

10.42          Exhibit 10.42 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Supplemental   Stock   Compensation   Plan  for  Key  Management
               Employees effective as of July 1996)

10.43          Exhibit 10.43 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Nonqualified  Target Benefit  (Deferred  Award) Plan of Hibernia
               Corporation effective as of July 1996)

10.44          Exhibit 10.44 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1997 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Form of Change of Control Employment Agreement for Executive and
               Senior Officers of the Registrant)

10.45          Exhibit 10.45 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1997 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between  Randall A.  Howard and  Hibernia
               Corporation)

13             Exhibit 13 to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended  December  31,  1997 filed with the  Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (1997 Annual Report to security holders of Hibernia Corporation)

21             Exhibit  21 to the Annual  Report on Form 10-K of the  Registrant
               for the  fiscal  year  ended  December  31,  1996  filed with the
               Commission (Commission File No. 0-7220) is hereby incorporated by
               reference (Subsidiaries of the Registrant)

24             Powers of Attorney




                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  hereby  certifies that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New Orleans,  State of  Louisiana,  on May 29,
1998.


                                                HIBERNIA CORPORATION




                                             By: /s/ Patricia C. Meringer
                                                    Patricia C. Meringer
                                                    Senior Vice President
                                                      and Secretary




<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 29, 1998.




Signatures                                                    Title

       *
_____________________________               Chairman of the Board
Robert H. Boh

       *
_____________________________               President and Chief Executive
Stephen A. Hansel                             Officer and Director

       *
_____________________________               Chief Financial Officer
Marsha M. Gassan

       *
_____________________________               Chief Accounting Officer
Ron E. Samford, Jr.

       *
_____________________________               Director
J. Herbert Boydstun

       *
_____________________________               Director
J. Terrell Brown

       *
_____________________________               Director
E. R. Campbell

       *
_____________________________               Director
Richard W. Freeman, Jr.

       *
_____________________________               Director
Dick H. Hearin

       *
_____________________________               Director
Robert T. Holleman

       *
_____________________________               Director
Elton R. King

       *
_____________________________               Director
Sidney W. Lassen

       *
_____________________________               Director
Laura A. Leach

       *
_____________________________               Director
Donald J. Nalty

       *
_____________________________               Director
William C. O'Malley

       *
_____________________________               Director
James R. Peltier

       *
_____________________________               Director
Robert T. Ratcliff

       *
_____________________________               Director
Janee M. Tucker

       *
_____________________________               Director
Virginia Eason Weinmann

       *
_____________________________               Director
Robert E. Zetzmann



*By: /s/ Patrici C. Meringer
      Patricia C. Meringer
      Attorney-in-Fact


<PAGE>



                                    THE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the members
of the Executive Compensation Committee of the Board of Directors of the Company
have duly caused this registration statement to be signed on their behalf by the
undersigned,  thereunto duly  authorized,  in the City of New Orleans,  State of
Louisiana, on May 29, 1998.

                  HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN



                                    BY: /s/ Patrici C. Meringer
                                       Patricia C. Meringer
                                       Attorney-in-Fact*


*Attorney-in-Fact for J. Terrell Brown, Dick H. Hearin, Elton R.
 King, William C. O'Malley, James R. Peltier and Robert T. Ratcliff.


<PAGE>


                                  EXHIBIT 5 (a)

                         OPINION OF PATRICIA C. MERINGER

                                  May 29, 1998




Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC  20549


Ladies and Gentlemen:

         I am  Corporate  Counsel and  Secretary  of Hibernia  Corporation  (the
"Company") and am delivering this opinion in connection with the registration by
the Company of shares of Class A Common Stock (the "Shares") to be issued by the
Company  to its  employees  pursuant  to the  terms of the  Company's  Long-Term
Incentive Plan (the "Plan").  The Shares will be reserved for issuance  pursuant
to the terms of the Plan and will be issued to  employees  pursuant to the terms
of the grants and awards made to them under the Plan.

         In furnishing this opinion,  I or attorneys  under my supervision  have
examined such documents and have made such  investigation of matters of fact and
law as I have  deemed  necessary  or  appropriate  to  provide  a basis  for the
opinions set forth herein. In such examination and investigation, I have assumed
the genuineness of all signatures,  the legal capacity of natural  persons,  the
authenticity  of all  documents  submitted as originals  and the  conformity  to
original documents of all documents submitted as certified or photostat copies.

         In rendering this opinion,  I do not express any opinion concerning any
law other  than the law of the State of  Louisiana  and the  federal  law of the
United States, and I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed below.

         Based  upon  and  limited  by  the  foregoing,  and  based  upon  legal
considerations  which I deem relevant and upon laws or  regulations in effect as
of the date hereof, I am of the opinion that:

         1.  Hibernia  Corporation  has been duly  incorporated  and is  validly
existing and in good standing under the laws of the State of Louisiana.

         2. The Shares  have been duly  authorized  and  either  are,  or,  upon
issuance thereof pursuant to the terms of the offering thereof, will be, validly
issued, fully paid and nonassessable.

         I hereby expressly  consent to the inclusion of this Opinion as exhibit
to the Registration Statement and to the reference to this Opinion therein.

         This  opinion is being  furnished  to you pursuant to the filing of the
Registration  Statement  and may not be relied upon by any other  person or used
for any other purpose, except as provided for in the preceding paragraph.

                                                     Very truly yours,


                                                     /s/ Patrici C. Meringer
                                                     Patricia C. Meringer
                                                     Corporate Counsel
                                                       and Secretary



<PAGE>


                                 EXHIBIT 23 (b)

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors


We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the Long-Term Incentive Plan of Hibernia Corporation of
our report dated January 13, 1998,  with respect to the  consolidated  financial
statements  of Hibernia  Corporation  incorporated  by  reference  in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1997,  filed  with the
Securities and Exchange Commission.



                                                     /s/ Ernst & Young LLP



New Orleans, Louisiana
May 28, 1998



<PAGE>


                                   EXHIBIT 24

                               POWERS OF ATTORNEY

                                POWER OF ATTORNEY


         KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  Chairman  and
director of Hibernia  Corporation,  a Louisiana corporation (the "Corporation"),
does hereby name,  constitute and appoint  Stephen A. Hansel,  Marsha M. Gassan,
Ron E. Samford, Jr. and Patricia C. Meringer,  and each of them (with full power
to each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.


                                        /s/ ROBERT H. BOH
                                        Robert H. Boh
                                        Chairman and Director
                                        HIBERNIA CORPORATION


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned President,  Chief
Executive Officer and director of Hibernia Corporation,  a Louisiana corporation
(the "Corporation"),  does hereby name, constitute and appoint Marsha M. Gassan,
Ron E. Samford, Jr. and Patricia C. Meringer,  and each of them (with full power
to each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ STEPHEN A. HANSEL
                                        Stephen  A.  Hansel   
                                        President, Chief Executive Officer
                                        and Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  Chief Financial
Officer of Hibernia  Corporation,  a Louisiana  corporation (the "Corporation"),
does hereby name,  constitute and appoint Stephen A. Hansel, Ron E. Samford, Jr.
and Patricia C.  Meringer,  and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for him and on his
behalf and in his name,  place and stead,  in any and all  capacities,  to sign,
execute,  acknowledge,  deliver,  and file (a) with the  Securities and Exchange
Commission (or any other governmental or regulatory  authority),  a Registration
Statement  on Form S-8 (or other  appropriate  form) and any and all  amendments
(including post-effective amendments) thereto, with any and all exhibits and any
and all  other  documents  required  to be  filed  with  respect  thereto  or in
connection  therewith,  relating to the registration under the Securities Act of
1933 of Common Stock of the  Corporation to be issued in connection  with awards
granted under the Corporation's  Long-Term Incentive Plan previously approved by
the Board of Directors and the shareholders of the Corporation,  authorized by a
resolution adopted by the Board of Directors on January 23, 1996,  including but
not limited to any filings,  registration  statements or amendments  required in
order to register  additional shares that may be added to the Plan in accordance
with its terms at any future  date(s)  and (b) with the  securities  agencies or
officials   of  various   jurisdictions,   all   applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ MARSHA M. GASSAN
                                        Marsha M. Gassan
                                        Chief Financial Officer
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Controller and
Chief Accounting Officer of Hibernia  Corporation,  a Louisiana corporation (the
"Corporation"),  does hereby  name,  constitute  and appoint  Stephen A. Hansel,
Marsha M. Gassan and Patricia C. Meringer,  and each of them (with full power to
each of them to act alone),  his true and lawful  agents and  attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ RON E. SAMFORD,  JR. 
                                        Ron E. Samford, Jr.
                                        Controller and Chief
                                        Accounting Officer
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/  J.  HERBERT   BOYDSTUN  
                                        J.  Herbert Boydstun
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.


                                        /s/ J. TERRELL BROWN
                                        J. Terrell Brown
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ E. R. "BO" CAMPBELL
                                        E. R. "Bo" Campbell
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ RICHARD W. FREEMAN, JR.
                                        Richard W. Freeman, Jr.
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ DICK H. HEARIN
                                        Dick H. Hearin
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ ROBERT T. HOLLEMAN
                                        Robert T. Holleman
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ ELTON R. KING
                                        Elton R. King
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ SIDNEY W. LASSEN
                                        Sidney W. Lassen
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ LAURA A. LEACH
                                        Laura A. Leach
                                        Director
                                        HIBERNIA CORPORATION



<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
29th day of April, 1997.



                                        /s/ JAMES R. MURPHY
                                        James R. Murphy
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Vice Chairman and
director of Hibernia  Corporation,  a Louisiana corporation (the "Corporation"),
does hereby name,  constitute and appoint  Stephen A. Hansel,  Marsha M. Gassan,
Ron E. Samford, Jr. and Patricia C. Meringer,  and each of them (with full power
to each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ DONALD J. NALTY
                                        Donald J. Nalty
                                        Vice Chairman and Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ WILLIAM C. O'MALLEY
                                        William C. O'Malley
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
1st day of February, 1998.



                                        /s/ JAMES R. PELTIER
                                        James R. Peltier
                                        Director
                                        HIBERNIA CORPORATION



<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ ROBERT T. RATCLIFF
                                        Robert T. Ratcliff
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ JANEE M. "GEE" TUCKER
                                        Janee M. "Gee" Tucker
                                        Director
                                        HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ VIRGINIA E. WEINMANN
                                        Virginia E. Weinmann
                                        Director
                                        HIBERNIA CORPORATION



<PAGE>



                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.



                                        /s/ ROBERT E. ZETZMANN
                                        Robert E. Zetzmann
                                        Director
                                        HIBERNIA CORPORATION
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 77651}]
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As filed with the Securities and Exchange Commission on May 29, 1998.

                        Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           THE SECURITIES ACT OF 1933

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

           LOUISIANA                             72-0724532
  (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)              Identification No.)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
TITLE OF          AMOUNT TO BE           PROPOSED     PROPOSED      AMOUNT OF
SECURITIES        REGISTERED             MAXIMUM      MAXIMUM       REGISTRATION
TO BE                                    OFFERING     AGGREGATE     FEE
REGISTERED                               PRICE PER    OFFERING
                                         SHARE (1)    PRICE (1)
--------------------------------------------------------------------------------
Class A
Common Stock,
no par
value             2,017,633              $20.6875     $41,739,782.69    $4,070
                  shares
--------------------------------------------------------------------------------
1.       Calculated  pursuant to Rule 457 (c) as permitted by Rule 457(h) of the
         Securities Act of 1933 (the "Securities  Act"),  based upon the mean of
         the high and low sales prices of a share of the Company's  Common Stock
         on May 27, 1998
Incorporation of Previous Registration Statement

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is filed  solely to register an  additional  2,017,633  shares of the
Common  Stock of  Hibernia  Corporation  (the  "Company")  under  the  Long-Term
Incentive Plan (the "Plan").  The provisions of the Plan as in effect on January
1, 1997  provided for an automatic  increase in the number of shares  subject to
the  plan  equal to 1.5% of the  total  shares  of the  Company's  Common  Stock
outstanding as of January 1, 1998. Pursuant to this provision,  2,017,633 shares
are included herein. Pursuant to Instruction E, the contents of the Registrant's
Form  S-8  Registration  Statement  No.  33-59743  are  hereby  incorporated  by
reference.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by the Company with the  Commission are
hereby incorporated herein by reference:

         (a) Annual  Report on Form 1O-K for the fiscal year ended  December 31,
1997.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

         (c)  Proxy   Statement  in  connection   with  the  Annual  Meeting  of
Shareholders  held on April  21,  1998,  except  for the  portions  of the Proxy
Statement that appear under the headings  "Report of the Executive  Compensation
Committee" and "Stock Performance Graph."

         (d) The  description  of the Common Stock  contained  in the  Company's
Current Report on Form 8-K dated November 2, 1994.

         All documents  filed by the Company  after the date of this  Prospectus
pursuant to Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment which indicates that all Common Stock offered hereby
has been sold or which  deregisters  such Common  Stock then  remaining  unsold,
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

Item 8.  Exhibits.

EXHIBIT      DESCRIPTION

3.1            Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year
               ended  December  31,  1996,  filed  with  the  Commission  by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference  (Articles  of  Incorporation  of  the  Registrant,  as
               amended)

3.2            Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
               ended  December  31,  1996,  filed  with  the  Commission  by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference (By-Laws of the Registrant, as amended to date)

10.13          Exhibit  10.13 to the  Annual  Report on Form 10-K for the fiscal
               year ended  December 31, 1988,  filed with the  Commission by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference  (Deferred  Compensation  Plan for Outside Directors of
               Hibernia Corporation and its Subsidiaries, as amended)

10.14          Exhibit  10.14 to the  Annual  Report on Form 10-K for the fiscal
               year ended  December 31, 1990,  filed with the  Commission by the
               Registrant (Commission File No. 0-7220) is hereby incorporated by
               reference (Hibernia Corporation Executive Life Insurance Plan)

10.16          Exhibit 4.7 to the Registration  Statement on Form S-8 filed with
               the Commission by the Registrant  (Registration  No. 33-26871) is
               hereby incorporated by reference (Hibernia Corporation 1987 Stock
               Option Plan, as amended to date)

10.34          Exhibit C to the  Registrant's  definitive  proxy statement dated
               August  17,  1992   relating  to  its  1992  Annual   Meeting  of
               Shareholders  filed  by the  Registrant  with the  Commission  is
               hereby  incorporated  by reference  (Long-Term  Incentive Plan of
               Hibernia Corporation)

10.35          Exhibit A to the  Registrant's  definitive  proxy statement dated
               March  23,  1993   relating   to  its  1993  Annual   Meeting  of
               Shareholders  filed  by the  Registrant  with the  Commission  is
               hereby incorporated by reference (1993 Director Stock Option Plan
               of Hibernia Corporation)

10.36          Exhibit 10.36 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1993 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between  Stephen A.  Hansel and  Hibernia
               Corporation)

10.37          Exhibit 10.37 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1994 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between J. Herbert  Boydstun and Hibernia
               Corporation)

10.38          Exhibit 10.38 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1993 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between E. R. "Bo"  Campbell and Hibernia
               Corporation)

10.39          Exhibit 10.39 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment   Agreement   between  B.  D.  Flurry  and   Hibernia
               Corporation)

10.40          Exhibit 10.40 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Split-Dollar   Life  Insurance  Plan  of  Hibernia   Corporation
               effective as of July 1996)

10.41          Exhibit 10.41 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Nonqualified  Deferred  Compensation  Plan  for  Key  Management
               Employees of Hibernia Corporation effective as of July 1996)

10.42          Exhibit 10.42 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Supplemental   Stock   Compensation   Plan  for  Key  Management
               Employees effective as of July 1996)

10.43          Exhibit 10.43 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Nonqualified  Target Benefit  (Deferred  Award) Plan of Hibernia
               Corporation effective as of July 1996)

10.44          Exhibit 10.44 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1997 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Form of Change of Control Employment Agreement for Executive and
               Senior Officers of the Registrant)

10.45          Exhibit 10.45 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1997 filed with the Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (Employment  Agreement  between  Randall A.  Howard and  Hibernia
               Corporation)

13             Exhibit 13 to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended  December  31,  1997 filed with the  Commission
               (Commission File No. 0-7220) is hereby  incorporated by reference
               (1997 Annual Report to security holders of Hibernia Corporation)

21             Exhibit  21 to the Annual  Report on Form 10-K of the  Registrant
               for the  fiscal  year  ended  December  31,  1996  filed with the
               Commission (Commission File No. 0-7220) is hereby incorporated by
               reference (Subsidiaries of the Registrant)

24             Powers of Attorney

                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  hereby  certifies that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New Orleans,  State of  Louisiana,  on May 29,
1998.

                                                HIBERNIA CORPORATION

                                             By: /s/ Patricia C. Meringer
                                                    Patricia C. Meringer
                                                    Senior Vice President
                                                      and Secretary
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 29, 1998.

Signatures                                                    Title

       *
_____________________________               Chairman of the Board
Robert H. Boh

       *
_____________________________               President and Chief Executive
Stephen A. Hansel                             Officer and Director

       *
_____________________________               Chief Financial Officer
Marsha M. Gassan

       *
_____________________________               Chief Accounting Officer
Ron E. Samford, Jr.

       *
_____________________________               Director
J. Herbert Boydstun

       *
_____________________________               Director
J. Terrell Brown

       *
_____________________________               Director
E. R. Campbell

       *
_____________________________               Director
Richard W. Freeman, Jr.

       *
_____________________________               Director
Dick H. Hearin

       *
_____________________________               Director
Robert T. Holleman

       *
_____________________________               Director
Elton R. King

       *
_____________________________               Director
Sidney W. Lassen

       *
_____________________________               Director
Laura A. Leach

       *
_____________________________               Director
Donald J. Nalty

       *
_____________________________               Director
William C. O'Malley

       *
_____________________________               Director
James R. Peltier

       *
_____________________________               Director
Robert T. Ratcliff

       *
_____________________________               Director
Janee M. Tucker

       *
_____________________________               Director
Virginia Eason Weinmann

       *
_____________________________               Director
Robert E. Zetzmann

*By: /s/ Patrici C. Meringer
      Patricia C. Meringer
      Attorney-in-Fact
THE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the members
of the Executive Compensation Committee of the Board of Directors of the Company
have duly caused this registration statement to be signed on their behalf by the
undersigned,  thereunto duly  authorized,  in the City of New Orleans,  State of
Louisiana, on May 29, 1998.

                  HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN

                                    BY: /s/ Patrici C. Meringer
                                       Patricia C. Meringer
                                       Attorney-in-Fact*

*Attorney-in-Fact for J. Terrell Brown, Dick H. Hearin, Elton R.
 King, William C. O'Malley, James R. Peltier and Robert T. Ratcliff.
EXHIBIT 5 (a)

                         OPINION OF PATRICIA C. MERINGER

                                  May 29, 1998

Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC  20549

Ladies and Gentlemen:

         I am  Corporate  Counsel and  Secretary  of Hibernia  Corporation  (the
"Company") and am delivering this opinion in connection with the registration by
the Company of shares of Class A Common Stock (the "Shares") to be issued by the
Company  to its  employees  pursuant  to the  terms of the  Company's  Long-Term
Incentive Plan (the "Plan").  The Shares will be reserved for issuance  pursuant
to the terms of the Plan and will be issued to  employees  pursuant to the terms
of the grants and awards made to them under the Plan.

         In furnishing this opinion,  I or attorneys  under my supervision  have
examined such documents and have made such  investigation of matters of fact and
law as I have  deemed  necessary  or  appropriate  to  provide  a basis  for the
opinions set forth herein. In such examination and investigation, I have assumed
the genuineness of all signatures,  the legal capacity of natural  persons,  the
authenticity  of all  documents  submitted as originals  and the  conformity  to
original documents of all documents submitted as certified or photostat copies.

         In rendering this opinion,  I do not express any opinion concerning any
law other  than the law of the State of  Louisiana  and the  federal  law of the
United States, and I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed below.

         Based  upon  and  limited  by  the  foregoing,  and  based  upon  legal
considerations  which I deem relevant and upon laws or  regulations in effect as
of the date hereof, I am of the opinion that:

         1.  Hibernia  Corporation  has been duly  incorporated  and is  validly
existing and in good standing under the laws of the State of Louisiana.

         2. The Shares  have been duly  authorized  and  either  are,  or,  upon
issuance thereof pursuant to the terms of the offering thereof, will be, validly
issued, fully paid and nonassessable.

         I hereby expressly  consent to the inclusion of this Opinion as exhibit
to the Registration Statement and to the reference to this Opinion therein.

         This  opinion is being  furnished  to you pursuant to the filing of the
Registration  Statement  and may not be relied upon by any other  person or used
for any other purpose, except as provided for in the preceding paragraph.

                                                     Very truly yours,

                                                     /s/ Patrici C. Meringer
                                                     Patricia C. Meringer
                                                     Corporate Counsel
                                                       and Secretary
EXHIBIT 23 (b)

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the Long-Term Incentive Plan of Hibernia Corporation of
our report dated January 13, 1998,  with respect to the  consolidated  financial
statements  of Hibernia  Corporation  incorporated  by  reference  in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1997,  filed  with the
Securities and Exchange Commission.

                                                     /s/ Ernst & Young LLP

New Orleans, Louisiana
May 28, 1998
EXHIBIT 24

                               POWERS OF ATTORNEY

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  Chairman  and
director of Hibernia  Corporation,  a Louisiana corporation (the "Corporation"),
does hereby name,  constitute and appoint  Stephen A. Hansel,  Marsha M. Gassan,
Ron E. Samford, Jr. and Patricia C. Meringer,  and each of them (with full power
to each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ ROBERT H. BOH
                                        Robert H. Boh
                                        Chairman and Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned President,  Chief
Executive Officer and director of Hibernia Corporation,  a Louisiana corporation
(the "Corporation"),  does hereby name, constitute and appoint Marsha M. Gassan,
Ron E. Samford, Jr. and Patricia C. Meringer,  and each of them (with full power
to each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ STEPHEN A. HANSEL
                                        Stephen  A.  Hansel   
                                        President, Chief Executive Officer
                                        and Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  Chief Financial
Officer of Hibernia  Corporation,  a Louisiana  corporation (the "Corporation"),
does hereby name,  constitute and appoint Stephen A. Hansel, Ron E. Samford, Jr.
and Patricia C.  Meringer,  and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for him and on his
behalf and in his name,  place and stead,  in any and all  capacities,  to sign,
execute,  acknowledge,  deliver,  and file (a) with the  Securities and Exchange
Commission (or any other governmental or regulatory  authority),  a Registration
Statement  on Form S-8 (or other  appropriate  form) and any and all  amendments
(including post-effective amendments) thereto, with any and all exhibits and any
and all  other  documents  required  to be  filed  with  respect  thereto  or in
connection  therewith,  relating to the registration under the Securities Act of
1933 of Common Stock of the  Corporation to be issued in connection  with awards
granted under the Corporation's  Long-Term Incentive Plan previously approved by
the Board of Directors and the shareholders of the Corporation,  authorized by a
resolution adopted by the Board of Directors on January 23, 1996,  including but
not limited to any filings,  registration  statements or amendments  required in
order to register  additional shares that may be added to the Plan in accordance
with its terms at any future  date(s)  and (b) with the  securities  agencies or
officials   of  various   jurisdictions,   all   applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ MARSHA M. GASSAN
                                        Marsha M. Gassan
                                        Chief Financial Officer
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Controller and
Chief Accounting Officer of Hibernia  Corporation,  a Louisiana corporation (the
"Corporation"),  does hereby  name,  constitute  and appoint  Stephen A. Hansel,
Marsha M. Gassan and Patricia C. Meringer,  and each of them (with full power to
each of them to act alone),  his true and lawful  agents and  attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ RON E. SAMFORD,  JR. 
                                        Ron E. Samford, Jr.
                                        Controller and Chief
                                        Accounting Officer
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/  J.  HERBERT   BOYDSTUN  
                                        J.  Herbert Boydstun
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ J. TERRELL BROWN
                                        J. Terrell Brown
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ E. R. "BO" CAMPBELL
                                        E. R. "Bo" Campbell
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ RICHARD W. FREEMAN, JR.
                                        Richard W. Freeman, Jr.
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ DICK H. HEARIN
                                        Dick H. Hearin
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ ROBERT T. HOLLEMAN
                                        Robert T. Holleman
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ ELTON R. KING
                                        Elton R. King
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ SIDNEY W. LASSEN
                                        Sidney W. Lassen
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ LAURA A. LEACH
                                        Laura A. Leach
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
29th day of April, 1997.

                                        /s/ JAMES R. MURPHY
                                        James R. Murphy
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Vice Chairman and
director of Hibernia  Corporation,  a Louisiana corporation (the "Corporation"),
does hereby name,  constitute and appoint  Stephen A. Hansel,  Marsha M. Gassan,
Ron E. Samford, Jr. and Patricia C. Meringer,  and each of them (with full power
to each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities,  to  sign,  execute,  acknowledge,  deliver,  and  file (a) with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including  post-effective  amendments) thereto, with any
and all  exhibits  and any and all other  documents  required  to be filed  with
respect thereto or in connection  therewith,  relating to the registration under
the  Securities  Act of 1933 of Common Stock of the  Corporation to be issued in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ DONALD J. NALTY
                                        Donald J. Nalty
                                        Vice Chairman and Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ WILLIAM C. O'MALLEY
                                        William C. O'Malley
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
1st day of February, 1998.

                                        /s/ JAMES R. PELTIER
                                        James R. Peltier
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ ROBERT T. RATCLIFF
                                        Robert T. Ratcliff
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ JANEE M. "GEE" TUCKER
                                        Janee M. "Gee" Tucker
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ VIRGINIA E. WEINMANN
                                        Virginia E. Weinmann
                                        Director
                                        HIBERNIA CORPORATION
POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name,  constitute  and  appoint  Stephen A.  Hansel,  Marsha M.  Gassan,  Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute,  acknowledge,  deliver,  and file (a) with the Securities and
Exchange  Commission  (or any other  governmental  or regulatory  authority),  a
Registration  Statement on Form S-8 (or other  appropriate form) and any and all
amendments  (including  post-effective  amendments)  thereto,  with  any and all
exhibits  and any and all other  documents  required  to be filed  with  respect
thereto or in  connection  therewith,  relating  to the  registration  under the
Securities  Act of 1933 of  Common  Stock of the  Corporation  to be  issued  in
connection with awards granted under the Corporation's  Long-Term Incentive Plan
previously  approved  by the  Board of  Directors  and the  shareholders  of the
Corporation,  authorized  by a  resolution  adopted by the Board of Directors on
January  23,  1996,  including  but not  limited  to any  filings,  registration
statements or amendments  required in order to register  additional  shares that
may be added to the Plan in accordance  with its terms at any future date(s) and
(b) with the  securities  agencies or  officials of various  jurisdictions,  all
applications,  qualifications,  registrations  or  exemptions  relating  to such
offering  under  the laws of any such  jurisdiction,  including  any  amendments
thereto  or other  documents  required  to be filed with  respect  thereto or in
connection therewith, granting unto said agents and attorneys, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
17th day of December, 1996.

                                        /s/ ROBERT E. ZETZMANN
                                        Robert E. Zetzmann
                                        Director
                                        HIBERNIA CORPORATION