As filed with the Securities and Exchange Commission on July 17, 2001.

                                     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.)



313 Carondelet Street, New Orleans, Louisiana          70130
(Address of Principal Executive Offices)             (Zip Code)


                        ---------------------------------


                  Hibernia Corporation Long-Term Incentive Plan
                            (Full Title of the Plan)


                        --------------------------------



Gary L. Ryan, Sr. Vice President
225 Baronne Street, 11th Floor, New Orleans, Louisiana             70130
(Name and Address of Agent for Service)                          (Zip Code)

(504) 533-5333
(Telephone Number, Including Area Code, of Agent for Service)
                        ---------------------------------






                         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         4,770,810
value          shares            $16.875       $80,507,418.75    $20,126.85

-----------------------------------------------------------------------------

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 average of the
high and low sales prices of a share of the Company's Common Stock on July 11,
2001.


Incorporation of Previous Registration Statement

         Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 4,770,810 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, 2000 and January 1, 2001, respectively, 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, 2000 and January 1,
2001, respectively. Pursuant to this provision, 2,404,870 (with respect to
January 1, 2000) and 2,365,940 (with respect to January 1, 2001) 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 REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company (file no. 1-10294) with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are hereby
incorporated herein by reference:

         (a) Annual Report on Form 1O-K for the fiscal year ended December 31,
2000.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.


         (c) The description of the Common Stock contained in the Company's
Current Report on Form 8-K filed with the Commission on December 4, 1998.


         All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 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
Registration Statement 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 Registration Statement.


Item 6.  Indemnification of Directors and Officers

         The Louisiana Business Corporation Law ("LBCL") contains several
provisions that directly affect the liability of officers and directors of
Louisiana corporations to the corporations and shareholders whom they serve.
Section 83 permits Louisiana corporations to indemnify officers and directors,
as well as certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and directors of
Louisiana corporations.

         Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the corporation and its
shareholders and requires that they discharge the duties of their positions as
such in good faith and with the diligence, care, judgment and skill which
ordinary prudent men would exercise under similar circumstances in like
positions; however, Section 91 specifically provides that a director or officer
shall not be held personally liable to the corporation or its shareholders for
monetary damages unless the director or officer acted in a grossly negligent
manner or engaged in conduct demonstrating a greater disregard of the duty of
care than gross negligence. Gross negligence is defined as a reckless disregard
of or carelessness amounting to indifference to the best interests of the
corporation or the shareholders. Section 91 also provides that a director or
officer who makes a business decision in good faith satisfies the required duty
of care if he or she does not have a conflict of interest with respect to the
matter, is informed about the matter to the extent he or she reasonably believes
to be appropriate under the circumstances and rationally believes his or her
judgment is in the best interests of the corporation and its shareholders.
Section 91 also specifically provides that it is not intended to derogate from
any indemnification permitted under Section 83 (which is discussed below).

         Section 92 of the LBCL limits the liability of officers and directors
with respect to certain matters, as well as imposes personal liability for
certain actions, such as the knowing issuance of shares in violation of the
LBCL. Paragraph E of Section 92 permits a director, in the performance of his
duties, to be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions, reports or
statements presented to the corporation, the board of directors, or any
committee of the board by any of the corporation's officers or employees, or by
any committee of the board of directors, or by any counsel, appraiser, engineer
or independent or certified public accountant selected with reasonable care by
the board of directors or any committee thereof or any officer having the
authority to make such a selection or by any other person as to matters the
directors reasonably believe are within such other person's professional or
expert competence and which person is selected with reasonable care by the board
of directors or any committee thereof or any officer having the authority to
make such selection.

         Section 83 of the LBCL permits a Louisiana corporation to indemnify any
person who is or was a party or is threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation in one of those capacities for another business. Such persons may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such persons in
connection with any such action as long as the indemnified party acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation. With respect to criminal actions or
proceedings, the indemnified person must not only have acted in good faith and
in a manner believed to be in or not opposed to the best interest of the
corporation, he or she must also not have had any reasonable cause to believe
that his or her conduct was unlawful.

         The LBCL treats suits by or in the right of the corporation, or
derivative suits, differently from other legal actions. In such suits,
indemnification is limited to expenses (including attorneys' fees and amounts
paid in settlement) not exceeding (in the judgment of the board of directors)
the estimated expense of litigating the action to conclusion actually and
reasonably incurred in connection with the defense or settlement of the action.
Further, no indemnification is permitted in a derivative action for any expenses
if the individual seeking indemnification is adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct in the
performance of his or her duty to the corporation unless specifically ordered by
the court.

         Indemnification of officers and directors may only be made by the
corporation (unless ordered by the court) if the corporation has specifically
authorized indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel, or (iii) by the shareholders.

         Indemnification of officers and directors against reasonable expenses
is mandatory under Section 83 of the LBCL to the extent the officer or director
is successful on the merits or otherwise in the defense of any action or suit
against him giving rise to a claim of indemnification. Louisiana corporations
are permitted to advance the costs of defense to officers and directors with
respect to claims for which they may be indemnified under Section 83 of the
LBCL. In order to advance such costs, however, such procedure must be approved
by the board of directors. In addition, a corporation may only advance defense
costs if it has received an undertaking by or on behalf of the officer or
director to repay the amounts advanced if it is ultimately determined that he or
she is not entitled to be indemnified as otherwise authorized by Section 83.

         Louisiana corporations are also specifically permitted to procure
insurance on behalf of officers and directors and former officers and directors
for actions taken in their capacities as such. Insurance coverage may be broader
than the limits of indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.

         The Company has adopted an indemnification provision to its articles of
incorporation that provides for indemnification of officers and directors under
the circumstances permitted by Louisiana law. The Company's indemnification
provision requires indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil or criminal, administrative or investigative (including any action by or
in the right of the Company) by reason of the fact that the person served as an
officer or director of the Company or one of its subsidiaries. Officers and
directors may only be indemnified against expenses in cases brought by the
officer or director against the Company if the action is a claim for
indemnification, the officer or director prevails in the action, or
indemnification is included in any settlement or is awarded by the court. The
indemnification provision further requires the Company to advance defense costs
to officers and directors in such suits and proceedings upon receipt of an
undertaking to repay such expenses unless it is ultimately determined that the
officer or director is entitled to indemnification as authorized by the Article.

         The Company's Articles of Incorporation further provide that no
director or officer of the Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as an officer
or director. This provision is limited to those circumstances in which such a
limitation of liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such a limitation.

         Further, the Company maintains insurance covering the liability of its
directors and officers for actions taken in their official capacity.


Item 8.  Exhibits.

EXHIBIT  DESCRIPTION

5                 Opinion of Corporate Counsel

23(a)             Consent of Corporate Counsel (included in Exhibit 5)

23(b)             Consent of Ernst & Young LLP

24                Powers of Attorney


Item 9.  Undertakings.

         The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                  (c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs 1(a) and 1(b) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 July 16, 2001.

                                   HIBERNIA CORPORATION


                                   By:    /s/ Cathy E. Chessin
                                          Cathy E. Chessin
                                          Senior Vice President and Secretary








         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.




Signatures                     Title                                  Date

         *
________________               Chairman of the Board               July 16,2001
Robert H. Boh


/s/ J. Herbert Boydstun        President and Chief                 July 16,2001
J. Herbert Boydstun            Executive Officer
                               and Director


/s/ Marsha M. Gassan           Chief Financial Officer             July 16,2001
Marsha M. Gassan


/s/ Ron E. Samford, Jr.        Chief Accounting Officer            July 12,2001
Ron E. Samford, Jr.

         *

________________               Director                            July 16,2001
E. R. Campbell

         *
________________               Director                            July 16,2001
Richard W. Freeman, Jr.

         *
________________               Director                            July 16,2001
Dick H. Hearin

         *
________________               Director                            July 16,2001
Robert T. Holleman

            *
________________               Director                            July 16,2001
Randall E. Howard

         *
________________               Director                            July 16,2001
Elton R. King

         *
________________               Director                            July 16,2001
Sidney W. Lassen


            *
________________               Director                            July 16,2001
Donald J. Nalty

         *
________________               Director                            July 16,2001
Ray B. Nesbitt

         *
________________               Director                            July 16,2001
William C. O'Malley

         *
________________               Director                            July 16,2001
James R. Peltier

         *
________________               Director                            July 16,2001
Robert T. Ratcliff

         *
________________               Director                            July 16,2001
Janee M. Tucker


*By:     /s/ Cathy E. Chessin
         Cathy E. Chessin
         Attorney-in-Fact



                                  EXHIBIT INDEX

Exhibit                                                     Sequential Page
                                     Number


 5                Opinion of Corporate Counsel                  11

23(a)             Consent of Corporate Counsel
                  (included in Exhibit 5)                       11

23(b)             Consent of Ernst & Young LLP                  12

24                Powers of Attorney                            13







                                    EXHIBIT 5

                          OPINION OF CORPORATE COUNSEL


                                  July 16, 2001




Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130

Re:      S-8 Registration Statement For Registration of Additional
         Shares Under Hibernia Corporation's Long-Term Incentive Plan


Ladies and Gentlemen:

         I am Corporate Counsel and Secretary of Hibernia Corporation, a
Louisiana corporation (the "Company"), and am delivering this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. The Registration Statement
relates to the registration by the Company of 4,770,810 shares of Class A Common
Stock (the "Shares") to be offered and sold pursuant to the terms of the
Company's Long-Term Incentive Plan (the "Plan").

         In furnishing this opinion, I 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 photostatic 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 the further qualifications
stated below, 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 the Shares have been duly authorized and either are, or, upon issuance
thereof pursuant to the terms of the offering thereof and the Plan, and upon
payment of the consideration therefor, will be, validly issued, fully paid and
nonassessable.

            No opinion is expressed herein as to the effect of any future acts
of the Company or any changes in existing law. The opinion expressed herein is
rendered as of the date hereof with no undertaking to advise of any changes
after the date hereof in the law or the facts presently in effect that would
alter the scope or substance of this opinion. This letter expresses my legal
opinion as to the foregoing matters based on my professional judgment at this
time. It is not, however to be construed as a guaranty, or a warranty that a
court considering such matters would not rule in a manner contrary to the
opinion set forth above.

         I hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement covering the Shares 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/ Cathy E. Chessin
                                      Cathy E. Chessin
                                      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 16, 2001, 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, 2000, filed with the
Securities and Exchange Commission.



                              /s/ ERNST & YOUNG LLP



New Orleans, Louisiana
July 13, 2001







                                   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 J. Herbert Boydstun, Marsha M. Gassan,
Ron E. Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                              /s/ Robert H. Boh
                              Robert H. Boh
                              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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                              /s/ Randall E. Howard
                              Randall E. Howard
                              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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                               /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /s/ Donald J. Nalty
                             Donald J. Nalty
                             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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /s/ Ray B. Nesbitt
                             Ray B. Nesbitt
                             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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.



                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), her true and lawful agents and attorneys-in-fact, for her
and on her behalf and in her 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 her hand on this
12th day of June 2001.



                             /s/ Janee M. "Gee" Tucker
                             Janee M. "Gee" Tucker
                             Director
                             HIBERNIA CORPORATION
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{"company-data": {"conformed-name": "HIBERNIA CORP", "cik": "0000047288", "assigned-sic": "6021", "irs-number": "720724532", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65276", "film-number": "1683370"}, "business-address": {"street1": "313 CARONDELET ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70130", "phone": "5045335333"}}
As filed with the Securities and Exchange Commission on July 17, 2001.

                                     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.)

313 Carondelet Street, New Orleans, Louisiana          70130
(Address of Principal Executive Offices)             (Zip Code)

                        ---------------------------------

                  Hibernia Corporation Long-Term Incentive Plan
                            (Full Title of the Plan)

                        --------------------------------

Gary L. Ryan, Sr. Vice President
225 Baronne Street, 11th Floor, New Orleans, Louisiana             70130
(Name and Address of Agent for Service)                          (Zip Code)

(504) 533-5333
(Telephone Number, Including Area Code, of Agent for Service)
                        ---------------------------------

                         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         4,770,810
value          shares            $16.875       $80,507,418.75    $20,126.85

-----------------------------------------------------------------------------

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 average of the
high and low sales prices of a share of the Company's Common Stock on July 11,
2001.

Incorporation of Previous Registration Statement

         Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 4,770,810 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, 2000 and January 1, 2001, respectively, 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, 2000 and January 1,
2001, respectively. Pursuant to this provision, 2,404,870 (with respect to
January 1, 2000) and 2,365,940 (with respect to January 1, 2001) 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 REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company (file no. 1-10294) with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are hereby
incorporated herein by reference:

         (a) Annual Report on Form 1O-K for the fiscal year ended December 31,
2000.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

         (c) The description of the Common Stock contained in the Company's
Current Report on Form 8-K filed with the Commission on December 4, 1998.

         All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 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
Registration Statement 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 Registration Statement.

Item 6.  Indemnification of Directors and Officers

         The Louisiana Business Corporation Law ("LBCL") contains several
provisions that directly affect the liability of officers and directors of
Louisiana corporations to the corporations and shareholders whom they serve.
Section 83 permits Louisiana corporations to indemnify officers and directors,
as well as certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and directors of
Louisiana corporations.

         Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the corporation and its
shareholders and requires that they discharge the duties of their positions as
such in good faith and with the diligence, care, judgment and skill which
ordinary prudent men would exercise under similar circumstances in like
positions; however, Section 91 specifically provides that a director or officer
shall not be held personally liable to the corporation or its shareholders for
monetary damages unless the director or officer acted in a grossly negligent
manner or engaged in conduct demonstrating a greater disregard of the duty of
care than gross negligence. Gross negligence is defined as a reckless disregard
of or carelessness amounting to indifference to the best interests of the
corporation or the shareholders. Section 91 also provides that a director or
officer who makes a business decision in good faith satisfies the required duty
of care if he or she does not have a conflict of interest with respect to the
matter, is informed about the matter to the extent he or she reasonably believes
to be appropriate under the circumstances and rationally believes his or her
judgment is in the best interests of the corporation and its shareholders.
Section 91 also specifically provides that it is not intended to derogate from
any indemnification permitted under Section 83 (which is discussed below).

         Section 92 of the LBCL limits the liability of officers and directors
with respect to certain matters, as well as imposes personal liability for
certain actions, such as the knowing issuance of shares in violation of the
LBCL. Paragraph E of Section 92 permits a director, in the performance of his
duties, to be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions, reports or
statements presented to the corporation, the board of directors, or any
committee of the board by any of the corporation's officers or employees, or by
any committee of the board of directors, or by any counsel, appraiser, engineer
or independent or certified public accountant selected with reasonable care by
the board of directors or any committee thereof or any officer having the
authority to make such a selection or by any other person as to matters the
directors reasonably believe are within such other person's professional or
expert competence and which person is selected with reasonable care by the board
of directors or any committee thereof or any officer having the authority to
make such selection.

         Section 83 of the LBCL permits a Louisiana corporation to indemnify any
person who is or was a party or is threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation in one of those capacities for another business. Such persons may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such persons in
connection with any such action as long as the indemnified party acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation. With respect to criminal actions or
proceedings, the indemnified person must not only have acted in good faith and
in a manner believed to be in or not opposed to the best interest of the
corporation, he or she must also not have had any reasonable cause to believe
that his or her conduct was unlawful.

         The LBCL treats suits by or in the right of the corporation, or
derivative suits, differently from other legal actions. In such suits,
indemnification is limited to expenses (including attorneys' fees and amounts
paid in settlement) not exceeding (in the judgment of the board of directors)
the estimated expense of litigating the action to conclusion actually and
reasonably incurred in connection with the defense or settlement of the action.
Further, no indemnification is permitted in a derivative action for any expenses
if the individual seeking indemnification is adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct in the
performance of his or her duty to the corporation unless specifically ordered by
the court.

         Indemnification of officers and directors may only be made by the
corporation (unless ordered by the court) if the corporation has specifically
authorized indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel, or (iii) by the shareholders.

         Indemnification of officers and directors against reasonable expenses
is mandatory under Section 83 of the LBCL to the extent the officer or director
is successful on the merits or otherwise in the defense of any action or suit
against him giving rise to a claim of indemnification. Louisiana corporations
are permitted to advance the costs of defense to officers and directors with
respect to claims for which they may be indemnified under Section 83 of the
LBCL. In order to advance such costs, however, such procedure must be approved
by the board of directors. In addition, a corporation may only advance defense
costs if it has received an undertaking by or on behalf of the officer or
director to repay the amounts advanced if it is ultimately determined that he or
she is not entitled to be indemnified as otherwise authorized by Section 83.

         Louisiana corporations are also specifically permitted to procure
insurance on behalf of officers and directors and former officers and directors
for actions taken in their capacities as such. Insurance coverage may be broader
than the limits of indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.

         The Company has adopted an indemnification provision to its articles of
incorporation that provides for indemnification of officers and directors under
the circumstances permitted by Louisiana law. The Company's indemnification
provision requires indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil or criminal, administrative or investigative (including any action by or
in the right of the Company) by reason of the fact that the person served as an
officer or director of the Company or one of its subsidiaries. Officers and
directors may only be indemnified against expenses in cases brought by the
officer or director against the Company if the action is a claim for
indemnification, the officer or director prevails in the action, or
indemnification is included in any settlement or is awarded by the court. The
indemnification provision further requires the Company to advance defense costs
to officers and directors in such suits and proceedings upon receipt of an
undertaking to repay such expenses unless it is ultimately determined that the
officer or director is entitled to indemnification as authorized by the Article.

         The Company's Articles of Incorporation further provide that no
director or officer of the Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as an officer
or director. This provision is limited to those circumstances in which such a
limitation of liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such a limitation.

         Further, the Company maintains insurance covering the liability of its
directors and officers for actions taken in their official capacity.

Item 8.  Exhibits.

EXHIBIT  DESCRIPTION

5                 Opinion of Corporate Counsel

23(a)             Consent of Corporate Counsel (included in Exhibit 5)

23(b)             Consent of Ernst & Young LLP

24                Powers of Attorney

Item 9.  Undertakings.

         The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                  (c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs 1(a) and 1(b) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 July 16, 2001.

                                   HIBERNIA CORPORATION

                                   By:    /s/ Cathy E. Chessin
                                          Cathy E. Chessin
                                          Senior Vice President and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

Signatures                     Title                                  Date

         *
________________               Chairman of the Board               July 16,2001
Robert H. Boh

/s/ J. Herbert Boydstun        President and Chief                 July 16,2001
J. Herbert Boydstun            Executive Officer
                               and Director

/s/ Marsha M. Gassan           Chief Financial Officer             July 16,2001
Marsha M. Gassan

/s/ Ron E. Samford, Jr.        Chief Accounting Officer            July 12,2001
Ron E. Samford, Jr.

         *

________________               Director                            July 16,2001
E. R. Campbell

         *
________________               Director                            July 16,2001
Richard W. Freeman, Jr.

         *
________________               Director                            July 16,2001
Dick H. Hearin

         *
________________               Director                            July 16,2001
Robert T. Holleman

            *
________________               Director                            July 16,2001
Randall E. Howard

         *
________________               Director                            July 16,2001
Elton R. King

         *
________________               Director                            July 16,2001
Sidney W. Lassen

            *
________________               Director                            July 16,2001
Donald J. Nalty

         *
________________               Director                            July 16,2001
Ray B. Nesbitt

         *
________________               Director                            July 16,2001
William C. O'Malley

         *
________________               Director                            July 16,2001
James R. Peltier

         *
________________               Director                            July 16,2001
Robert T. Ratcliff

         *
________________               Director                            July 16,2001
Janee M. Tucker

*By:     /s/ Cathy E. Chessin
         Cathy E. Chessin
         Attorney-in-Fact

                                  EXHIBIT INDEX

Exhibit                                                     Sequential Page
                                     Number

 5                Opinion of Corporate Counsel                  11

23(a)             Consent of Corporate Counsel
                  (included in Exhibit 5)                       11

23(b)             Consent of Ernst & Young LLP                  12

24                Powers of Attorney                            13

                                    EXHIBIT 5

                          OPINION OF CORPORATE COUNSEL

                                  July 16, 2001

Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130

Re:      S-8 Registration Statement For Registration of Additional
         Shares Under Hibernia Corporation's Long-Term Incentive Plan

Ladies and Gentlemen:

         I am Corporate Counsel and Secretary of Hibernia Corporation, a
Louisiana corporation (the "Company"), and am delivering this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. The Registration Statement
relates to the registration by the Company of 4,770,810 shares of Class A Common
Stock (the "Shares") to be offered and sold pursuant to the terms of the
Company's Long-Term Incentive Plan (the "Plan").

         In furnishing this opinion, I 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 photostatic 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 the further qualifications
stated below, 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 the Shares have been duly authorized and either are, or, upon issuance
thereof pursuant to the terms of the offering thereof and the Plan, and upon
payment of the consideration therefor, will be, validly issued, fully paid and
nonassessable.

            No opinion is expressed herein as to the effect of any future acts
of the Company or any changes in existing law. The opinion expressed herein is
rendered as of the date hereof with no undertaking to advise of any changes
after the date hereof in the law or the facts presently in effect that would
alter the scope or substance of this opinion. This letter expresses my legal
opinion as to the foregoing matters based on my professional judgment at this
time. It is not, however to be construed as a guaranty, or a warranty that a
court considering such matters would not rule in a manner contrary to the
opinion set forth above.

         I hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement covering the Shares 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/ Cathy E. Chessin
                                      Cathy E. Chessin
                                      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 16, 2001, 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, 2000, filed with the
Securities and Exchange Commission.

                              /s/ ERNST & YOUNG LLP

New Orleans, Louisiana
July 13, 2001

                                   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 J. Herbert Boydstun, Marsha M. Gassan,
Ron E. Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                              /s/ Robert H. Boh
                              Robert H. Boh
                              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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                              /s/ Randall E. Howard
                              Randall E. Howard
                              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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                               /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /s/ Donald J. Nalty
                             Donald J. Nalty
                             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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /s/ Ray B. Nesbitt
                             Ray B. Nesbitt
                             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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, 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
12th day of June 2001.

                             /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 J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), her true and lawful agents and attorneys-in-fact, for her
and on her behalf and in her 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 her hand on this
12th day of June 2001.

                             /s/ Janee M. "Gee" Tucker
                             Janee M. "Gee" Tucker
                             Director
                             HIBERNIA CORPORATION