As  filed with the Securities and Exchange Commission on July  8,
1996.

                                        Registration No. 33-_____

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT

                             Under
                   THE SECURITIES ACT OF 1933
               _________________________________
                      HIBERNIA CORPORATION
     (Exact name of registrant as specified in its charter)

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

                CALCULATION OF REGISTRATION FEE
_________________________________________________________________
TITLE OF        AMOUNT TO BE    PROPOSED    PROPOSED    AMOUNT
SECURITIES      REGISTERED      MAXIMUM     MAXIMUM       OF
TO BE                           OFFERING    AGGREGATE  REGISTRATION
REGISTERED                      PRICE PER   OFFERING    FEE (2)
                                SHARE (1)   PRICE (1)
_________________________________________________________________

Class A
Common
Stock, no       1,000,000      $ 10.75      $ 10,750,000  $ 3,707
par value       shares
_________________________________________________________________

1.   Calculated pursuant to Rule 457 (c) as permitted by Rules
     457(h) of the Securities Act of 1933 (the "Securities Act"),
     based  upon the mean of the high and low sales prices of a
     shares of the Company's Common Stock on July 3, 1996.




                           Prospectus


                      HIBERNIA CORPORATION


                        1,000,000 Shares

           Class A Common Voting Stock (no par value)



           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
     BY  THE  SECURITIES  AND  EXCHANGE COMMISSION  NOR  HAS  THE
     COMMISSION  PASSED  UPON THE ACCURACY OR  ADEQUACY  OF  THIS
     PROSPECTUS.   ANY  REPRESENTATION  TO  THE  CONTRARY  IS   A
     CRIMINAL OFFENSE.



      This  Prospectus  relates to 1,000,000 shares  of  Class  A
Common  Voting  Stock,  no  par value  (the  "Common  Stock")  of
Hibernia  Corporation (the "Company") issued or to be issued  and
sold  upon the exercise of stock options (as defined in the  plan
referenced  below)  granted under the Hibernia  Corporation  1993
Directors' Stock Option Plan (the "Plan").

      This Prospectus does not constitute an offer to sell, or  a
solicitation  of an offer to buy, securities in any  jurisdiction
in  which, or to any person to whom, it is unlawful to make  such
offer or solicitation.

      No  person has been authorized by the Company to  give  any
information  or  to  make  any  representations,  other  than  as
contained  in  this  Prospectus, in  connection  with  the  offer
contained  in  this  Prospectus, and,  if  given  or  made,  such
information or representations must not be relied upon.



      It is suggested that this Prospectus be retained for future
reference.

     The date of this Prospectus is July 8, 1996.





                       TABLE OF CONTENTS


                                                            Page

AVAILABLE INFORMATION                                         1

THE PLAN                                                      1

     General                                                  2

     Administration of the Plan                               2

     Eligibility for Participation                            3

     Terms of Options                                         3

     Acquisition of Stock for Awards                          4

     Summary of Certain Federal Income Tax Consequences       4

          Nonqualified Stock Options                          4

          General                                             4

     Additional Provisions of the Plan                        5

     Administration of the Plan                               5

     Special Considerations for
       Current Directors                                      6

     Use of Common Stock to Satisfy Tax Liabilities           7

PERIODIC REPORTS TO SHAREHOLDERS                              7

CERTAIN OTHER INFORMATION                                     7




                     AVAILABLE INFORMATION

      The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder (the "Exchange Act"),  and  in
accordance  therewith files reports, proxy statements  and  other
information  with  the  Securities and Exchange  Commission  (the
"Commission").    Such  reports,  proxy  statements   and   other
information filed by the Company may be inspected and  copied  at
the  public reference facilities maintained by the Commission  at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the  Commission's  Regional Offices  located  at  7  World  Trade
Center,  Suite  1300, New York, New York 10048  and  Northwestern
Atrium  Center,  500  West Madison Street, Suite  1400,  Chicago,
Illinois  60661.  Copies of such materials also may  be  obtained
from  the Public Reference Section of the Commission at 450 Fifth
Street,  N.W., Washington, D.C.  20549, at prescribed rates.   In
addition,   reports,  proxy  statements  and  other   information
concerning the Company may be inspected at the offices of the New
York  Stock Exchange, Inc., 20 Broad Street, New York,  New  York
10005, on which the shares of Hibernia Common Stock are listed.

      The  Company will provide without charge to each person  to
whom  this Prospectus is delivered, upon written or oral request,
a  copy  of the Annual Report to Shareholders of the Company  and
any  and  all  of the documents incorporated herein by  reference
(other  than  exhibits  to such documents).  See  "Certain  Other
Information."  Such requests should be directed to  Susan  Klein,
Assistant  Secretary,  Corporate  Secretary's  Office,   at   the
Company's office at 225 Baronne Street, 11th Floor, New  Orleans,
Louisiana 70112, telephone (504) 533-3411.

      Neither  delivery  of this Prospectus  nor  any  sale  made
pursuant  hereto  shall,  under  any  circumstances,  create  any
implication that there has been no change in the affairs  of  the
Company  or  the  information set forth  herein  since  the  date
hereof.

                            THE PLAN

      The  following is a summary of the pertinent provisions  of
the  Plan  and does not purport to be complete.  This summary  is
qualified in all respects by the full text of the Plan  which  is
set forth in Exhibit A to this Prospectus.
General

      The  Plan was adopted by the Board of Directors on  January
26,  1993  and  was approved by shareholders at the  1993  Annual
Meeting of Shareholders on April 27, 1993.  Under the Plan  stock
options  for  up  to an aggregate of 1,000,000 shares  of  Common
Stock of the Company may be granted.

     The Plan is intended to supplement the existing stock option
plan  of the Company to a significant degree by providing  annual
stock  option  grants to incumbent nonemployee directors  of  the
Company.   The Company currently intends to continue to  use  the
1987  Stock Option Plan for stock option grants to directors upon
their  initial election to the Board of Directors of the Company.
In  addition,  the Plan is intended to assist in  attracting  and
retaining  nonemployee directors of outstanding  ability  and  to
promote the identification of their interests with those  of  the
shareholders of the Company.

      The Board Governance Committee of the Board of Directors of
the Company has established certain guidelines for administration
of  the Plan which have the effect of imposing limitations on the
Plan.   The  guidelines include a minimum price  at  which  stock
options   will   be  exercisable;  setting  forth  the   specific
circumstances, if any, under which the Committee may delegate any
portion  of  its  authority  under the Plan;  whether  fractional
shares  may  be settled in cash or will be forfeited; declaration
of  the Committee's intent that the Plan qualify for an exemption
from  Section 16(b) of the Exchange Act, whether by  meeting  the
requirements of Rule 16b-3 (as such rule may be amended from time
to  time)  of  the  rules  and  regulations  promulgated  by  the
Commission  under  the Exchange Act or otherwise,  and  that  any
provision or operation of the Plan that would have the effect  of
disqualifying  it for an exemption under Section 16(b)  would  be
void;  and restrictions on the number of shares issuable  on  the
grant  of  awards  in  order to preserve  certain  favorable  tax
attributes   of  the  Company.   Although  the  Board  Governance
Committee of the Company has the power to modify these guidelines
in the future, it does not presently intend to do so.

Administration of the Plan

      The  Plan is to be administered by a Committee of the Board
of Directors of the Company, initially the Executive Compensation
Committee  or  such other committee as shall be  constituted  for
that  purpose.   Effective January 24, 1995 the Board  Governance
Committee  of  the  Board  of  Directors  of  the  Company   (the
"Committee") was formed, and the Board delegated to the Committee
the responsibility for the administration of this Plan.  The Plan
limits  the administration to a committee appointed by the  Board
of  Directors  in  such  a manner as to qualify  the  Plan  under
certain provisions of Federal securities laws.  The Plan  by  its
terms  will  and is currently intended to remain in effect  until
January  26,  2003  unless  sooner terminated  by  the  Board  of
Directors of the Company.

Eligibility for Participation

     Grants of options under the Plan will be made to nonemployee
directors of the Company (the "Participants").

Terms of Options

     The Plan permits nonqualified stock options to be awarded to
Participants.  The terms of each such option are required  to  be
evidenced  by  an  agreement  which  sets  forth  the  terms  and
conditions  of such option.  Although there is no restriction  in
the  Plan  as  to the minimum price per share at  which  a  stock
option may be granted, the Committee has adopted guidelines under
the  Plan  prohibiting the grant of any option having an exercise
price less than the fair market value of the Common Stock on  the
date  of the grant.  For purposes of the Plan, fair market  value
is  defined  as the average of the high and low sales prices  per
share  at which the Company's Common Stock is traded on  the  New
York Stock Exchange, Inc. on the date of any such grant.

      Options granted under the Plan are exercisable as to 50% of
the shares covered thereby two years after the date of grant,  an
additional 25% of the shares three years after the date of  grant
and  the  remaining  25%  four years after  the  date  of  grant.
Options  will  become exercisable in full in  the  event  of  the
employee's  death or disability but must be exercised within  one
year  after such event or be forfeited, although options  granted
under  the  Plan are not exercisable during the first six  months
after the date of grant except in the case of death.  As of 1996,
the  Committee determined to apply this rule to options  held  by
directors  who  had retired in good standing and been  elected  a
Director  Emeritus,  which  policy  will  be  presented  to   the
shareholders for approval at the 1997 Annual Meeting.

      The  Plan provides that an option may be exercised  by  the
payment  of  cash  or  in  any other  manner  determined  by  the
Committee,  including, but not limited to, the use of  previously
owned  shares of Common Stock that have been owned for  at  least
six months, the withholding and/or surrender of shares subject to
the  stock option, the delivery of an irrevocable direction to  a
brokerage firm to sell shares and deliver all or a portion of the
proceeds to the Company, the delivery of an irrevocable direction
to  a  brokerage firm or a lender to deliver all or a portion  of
the proceeds of a loan to the Company, or the surrender of all or
part  of  any stock option in exchange for payment in  an  amount
equal  to  the  difference between the fair market value  of  the
shares  subject  to  such  option  or  portion  thereof  and  the
aggregate exercise price thereof.

Acquisition of Stock For Awards

      The  Plan authorizes the issuance of up to 1,000,000 shares
of Common Stock in connection with the grant of options under the
Plan, which number of shares has been authorized by the Board  of
Directors  (and approved by the shareholders) for issuance  under
the Plan.

      The Company anticipates using a combination of newly issued
shares  and shares purchased in the open market for grants  under
the  Plan.  When issued, newly issued shares will have the effect
of  diluting the percentage ownership of existing shareholders of
the Company.

Summary of Certain Federal Income Tax Consequences

     Nonqualified Stock Options

      An  optionee does not recognize income on the  grant  of  a
nonqualified stock option, but generally will recognize  ordinary
income  upon its exercise.  The amount of income recognized  upon
exercise  generally will be equal to the excess, if any,  of  the
fair market value of the shares at the time of exercise over  the
exercise  price  paid  for  the shares,  regardless  whether  the
exercise  price  is  paid  in cash or in  shares  of  stock.   If
ordinary  income is recognized by an optionee in connection  with
the exercise of a nonqualified stock option, the Company will  be
entitled  to  a  deduction in the amount of  ordinary  income  so
recognized,  provided the Company complies  with  applicable  tax
withholding requirements.

     General

      The  rules  governing the tax treatment of  options  and  a
recipient's receipt of shares in connection with such grants  are
quite technical, and the above description is necessarily general
in  nature  and  does not purport to be complete.   In  addition,
statutory  provisions  are  subject  to  change,  as  are   their
interpretations,  and their application may  vary  in  individual
circumstances.   Finally, the tax consequences  under  applicable
state  law  may not be the same as under the Federal  income  tax
laws,  although treatment of these awards under Louisiana law  is
generally  the  same  as under Federal law.  Holders  of  options
granted  under  the  Plan are encouraged  to  contact  their  tax
advisors regarding the tax implications to them of exercising  an
option granted under the Plan.

Additional Provisions of the Plan

      In  the  event  the Optionee's service  as  a  director  is
terminated  for cause or by the recipient voluntarily and  within
eighteen  months thereafter the recipient becomes affiliated,  or
otherwise  engages  in  competition  with,  the  Company   or   a
Subsidiary,  the  Company  may require that  any  economic  value
obtained  by such recipient with respect to any grant  under  the
Plan  at  any  time  within  six months  prior  to  the  date  of
termination as a director, shall be repaid to the Company.

      The Plan contains a provision that in the event of a change
of  control  of  the  Company,  unless  the  Board  of  Directors
determines  otherwise,  all options outstanding  under  the  Plan
shall  be  fully exercisable.  The term "change of  control"  for
this  purpose  means  the  acquisition of  the  power  to  direct
management of the Company or the acquisition of power to vote 50%
or  more of the stock of the Company or any other condition which
the Board of Directors deems to be a change of control.

      Stock options granted under the Plan will not be assignable
or  transferable by any recipient except by will or the  laws  of
descent and distribution and, during the lifetime of a recipient,
may  only be exercisable by, or paid to, the recipient or his  or
her legal representative.

Administration of the Plan

      The  Plan is administered by the Committee of the Board  of
Directors.   The  Committee  currently  consists  of  nonemployee
directors.   Committee  members,  along  with  other  nonemployee
directors, are eligible to participate in the Plan.  The Board of
Directors may from time to time appoint additional members of the
Committee   or  remove  members  and  appoint  new   members   in
substitution  for those previously appointed and fill  vacancies,
however  caused. The present members of the Committee are  Robert
E.  Zetzmann,  Chairman,  Richard  W.  Freeman,  Jr.,  Robert  T.
Holleman,  Hugh J. Kelly, Elton R. King and Virginia E. Weinmann.
Information as to the identities of the members of the Committee,
as  of specified future dates, will appear in the Company's proxy
statements and annual reports to shareholders.

      Patricia C. Meringer, Senior Vice President, Secretary  and
Corporate  Counsel, Hibernia Corporation, maintains  all  records
relating  to the Plan and is the person to whom inquiries  should
be  directed.  Ms. Meringer's address is:  Corporate  Secretary's
Office,  Hibernia  Corporation, P. 0.  Box  61540,  New  Orleans,
Louisiana 70161, and her telephone number is:  (504) 533-2486.

      The  Committee has authority to interpret the Plan and  the
agreements  issued  thereunder, and to  make  all  determinations
deemed  necessary or advisable for administration  of  the  Plan.
Any  determinations  made or actions taken by  the  Committee  in
accordance with its authority under the Plan are final.

     Members of the Committee do not receive any compensation for
their  administration of the Plan apart from the fees which  they
receive for their services as directors of the Company, which are
described  in  the  Company's  proxy  statements  distributed  in
connection with annual meetings of shareholders of the Company.

Special Considerations for Current Directors

       Recipients  of  stock  options  under  the  Plan  who  are
considered "affiliates" of the Company may only reoffer or resell
Common  Stock  acquired  under the Plan pursuant  to  a  separate
prospectus filed with the Commission under the Securities Act  of
1933,  as  amended  (the "Securities Act"),  or  pursuant  to  an
appropriate exemption from registration under the Securities Act,
such  as  Rule  144 and Rule 144A.  An "affiliate"  is  generally
defined  as a person that controls, or is controlled  by,  or  is
under  common  control with, the Company.   Such  term  generally
includes directors.

      Within  ten days after the close of the month  in  which  a
director  of the Company is granted a stock option, or  otherwise
has  a change in beneficial ownership of Common Stock, he or  she
must  file  with the Commission a statement on Form 4  describing
the transaction(s) giving rise to such change and showing his  or
her   beneficial  ownership  as  of  the  close  of  that  month.
Exercises  of  stock options by directors must also  be  reported
under Section 16, either on the next Form 4 otherwise required to
be filed or on a Form 5 filed at the end of a fiscal year.

      A  director who sells Common Stock within a period of  less
than  six  months before or after a purchase of shares of  Common
Stock  generally  will be liable to the Company for  any  profits
realized  on  such  sale and purchase or  purchase  and  sale  in
accordance  with Section 16(b) of the Exchange Act.  A  grant  of
stock  options generally will be considered a purchase of  Common
Stock  for this purpose (although the exercise of a stock  option
generally   is  not  considered  a  purchase).    Directors   are
encouraged  to consult with the Corporate Law Department  of  the
Company before making sales of Common Stock.

Use of Common Stock to Satisfy Tax Liabilities

      The  exercise of a nonqualified stock option granted  under
the  Plan results in the recognition by the recipient of  taxable
income  as described in "Federal Income Tax Consequences"  above.
However,  because  grants under the Plan  may  only  be  made  to
directors who are not employees of the Company, the Company  does
not   withhold   any  income  recognized  upon  exercise   of   a
nonqualified stock option. Tax liability in connection  with  the
exercise of a nonqualified stock option is the responsibility  of
the  recipient  of  the  option. Such tax  liabilities  may  also
include state and local income taxes.

                PERIODIC REPORTS TO SHAREHOLDERS

      The  Company  furnishes shareholders  with  annual  reports
containing  audited  financial  statements  and  with   quarterly
reports  for  the  first  three  quarters  of  each  fiscal  year
containing  unaudited  financial  statements.   Copies  of  these
documents,  and  any other communications sent to  the  Company's
shareholders  generally, also are furnished to all directors  who
have received stock-option grants under the Plan.

                   CERTAIN OTHER INFORMATION

      The  Company  has filed with the Commission a  Registration
Statement  on  Form  S-8 (Registration No.  33-_____)  under  the
Securities  Act  with respect to the Common Stock  to  which  the
stock  granted  or  to be granted under the  Plan  relate.   This
Prospectus does not contain all the information set forth in  the
Registration  Statement,  certain portions  of  which  have  been
omitted  pursuant to the rules and regulations of the Commission.
For further information with respect to the Company and the Plan,
reference  is  made to the Registration Statement, including  the
exhibits  thereto,  and  the documents  incorporated  therein  by
reference.  All of these documents may be inspected and copied at
the  public reference facilities maintained by the Commission  at
the addresses set forth on page 2 of this Prospectus.





PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

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

      (a)  Annual Report on Form 1O-K for the fiscal  year  ended
December 31, 1995.

      (b)  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 1996.

     (c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 23, 1996, except for the  portions  of
the Proxy Statement that appear under the headings "Report of the
Compensation Committee" and "Performance Graph."

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

      (e) Current reports on Form 8-K dated April 17 and May  17,
1996.

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

Item 4.   Description of Securities.

      The description of the Company's Common Stock contained  in
the  Company's Current Report on Form 8-K dated November 2, 1994,
and  any  amendment or report filed for the purpose  of  updating
such description, is incorporated herein by reference.


Item 5.   Interests of Named Experts and Counsel.

       The  consolidated  financial  statements  of  the  Company
incorporated by reference in the Company's Annual Report (Form 10-
K)  for  the  year ended December 31, 1995 have been  audited  by
Ernst  &  Young LLP, independent auditors, as set forth in  their
report thereon incorporated by reference therein and incorporated
herein by reference.  Such consolidated financial statements  are
incorporated  herein by reference in reliance  upon  such  report
given  upon  the authority of such firm as experts in  accounting
and auditing.

      A  legal  opinion to the effect that the  issuance  of  the
shares of Common Stock offered pursuant to the Plan has been duly
authorized  by the Company and that the shares, when issued  upon
the  exercise  of options or the vesting of Awards in  accordance
with  their terms, will be fully paid and nonassessable, has been
rendered by Patricia C. Meringer, Corporate Counsel and Secretary
of  the  Company.  As of June 1, 1996, Ms.  Meringer  held  1,975
shares  of  Common  Stock  directly and options  to  purchase  an
aggregate  of 31,716 shares of Common Stock, of which options  to
purchase 9,858 are currently exercisable.

Item 6.   Indemnification of Directors and Officers

     The Louisiana Business Corporation Law ("LBCL") contains two
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 ordinarily prudent  men
would  exercise  under similar circumstances in  like  positions.
Section  91  specifically provides that it  is  not  intended  to
derogate  from  any indemnification permitted under  Section  83,
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.
Indemnification is not permitted in a derivative action  for  any
expenses  if  the individual seeking indemnification is  adjudged
liable for negligence or misconduct in the performance of his  or
her  duty to the corporation unless specifically ordered  by  the
court.   Otherwise, officers and directors may be indemnified  in
derivative  actions  only  with respect  to  expenses  (including
attorneys'  fees) actually and reasonably incurred in  connection
with the defense or settlement of the action.

      Indemnification of officers and directors may only be  made
by the corporation 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  or  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  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 by a majority  of  a  quorum
consisting   of   disinterested  directors.    In   addition,   a
corporation may only advance defense costs if it has received  an
undertaking  from  the officer or director to repay  the  amounts
advanced  unless it is ultimately determined that he  or  she  is
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 shareholder 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 an
limitation.

       The   Articles   of  Association  of  the   Bank   include
indemnification and limitation of liability provisions  identical
to those adopted by the Company and described above.

     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  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such liabilities (other than payment by the  Company  of
expenses  incurred or paid by a 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 Securities Act and will be governed by the final adjudication
of such issue.

Item 7.   Exemption from Registration Claimed.

     Not Applicable

Item 8.   Exhibits.

5(a)      Opinion of Patricia C. Meringer

23(a)     Consent  of  Patricia  C.  Meringer  (included   within
          Exhibit 5(a)

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  thereto)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the registration statement; and

           (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 the post-effective amendment by those  paragraphs
is contained in periodic reports filed by the Company pursuant to
Section  13  or Section 15(d) of the Securities Exchange  Act  of
1934  that  are  incorporated by reference in  this  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  Section  15(d) of the Securities Exchange Act of 1932,  (and,
where  applicable,  each  filing of any 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.

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



                           SIGNATURES

                         THE REGISTRANT

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of New Orleans, State of Louisiana, on July 8, 1996.



                                   HIBERNIA CORPORATION




                                   By: /s/ RONALD E. SAMFORD, JR.
                                       Ronald E. Samford, Jr.
                                       Executive Vice President
                                       and Chief Accounting
                                       Officer

      Pursuant to the requirements of the Securities Act of 1933,
the  Amendment  has been signed by the following persons  in  the
capacities indicated on July 8, 1996.

Signatures                              Title

       *
_____________________________      Chairman of the Board
Robert H. Boh

       *
_____________________________      President and Director
Stephen A. Hansel

       *
_____________________________      Chief Financial Officer
Marsha M. Gassan

       *
_____________________________      Chief Accounting Officer
Ron E. Samford, Jr.
       *
_____________________________      Director
J. Terrell Brown

       *
_____________________________      Director
Richard W. Freeman, Jr.

       *
_____________________________      Director
Dick H. Hearin

       *
_____________________________      Director
Robert T. Holleman

       *
_____________________________      Director
Hugh J. Kelly

       *
_____________________________      Director
Sidney W. Lassen

       *
_____________________________      Director
Donald J. Nalty

       *
_____________________________      Director
William C. O'Malley

       *
_____________________________      Director
James H. Stone

       *
_____________________________      Director
Janee M. Tucker

       *
_____________________________      Director
Robert E. Zetzmann

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


                            THE PLAN

      Pursuant to the requirements of the Securities Act of 1933,
the  members  of the Board Governance Committee of the  Board  of
Directors  of  the  Company  have duly caused  this  registration
statement  to  be  signed  on their behalf  by  the  undersigned,
thereunto duly authorized, in the City of New Orleans,  State  of
Louisiana, on July 8, 1996.

               HIBERNIA CORPORATION 1993 DIRECTOR STOCK OPTION



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


*Attorney-in-Fact  for Robert E. Zetzmann,  Richard  W.  Freeman,
Jr.,  Robert  T.  Holleman,  Hugh J. Kelly,  Elton  R.  King  and
Virginia E. Weinmann.




                         EXHIBIT INDEX

Exhibit                                      Sequential Page
                                                  Number


 5(a)  Opinion of Patricia C. Meringer

23(a)  Consent of Patricia C. Meringer
       included within Exhibit 5(a)

23(b)  Consent of Ernst & Young LLP

24     Powers of Attorney

                           EXHIBIT 5


                         June 20, 1996




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


Ladies and Gentlemen:

     I am Corporate Counsel and Secretary of Hibernia Corporation
(the "Company") and am delivering this opinion in connection with
the registration by the Company of shares of Class A Common Stock
(the  "Shares")  to be issued by the Company to  its  nonemployee
directors  pursuant to the terms of the Company's  1993  Director
Stock Option Plan (the "Plan").  The Shares will be reserved  for
issuance pursuant to the terms of the Plan and will be issued  to
directors pursuant to the terms of the grants and awards made  to
them under the Plan.

      In  furnishing  this  opinion,  I  or  attorneys  under  my
supervision  have  examined such documents  and  have  made  such
investigation  of  matters  of fact and  law  as  I  have  deemed
necessary or appropriate to provide a basis for the opinions  set
forth  herein.   In  such examination and investigation,  I  have
assumed the genuineness of all signatures, the legal capacity  of
natural  persons, the authenticity of all documents submitted  as
originals  and  the  conformity  to  original  documents  of  all
documents submitted as certified or 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  based  upon
legal  considerations  which I deem relevant  and  upon  laws  or
regulations in effect as of the date hereof, I am of the  opinion
that:

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

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

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

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


                              Very truly yours,


                              /s/ PATRICIA C. MERINGER
                              Patricia C. Meringer
                              Corporate Counsel and Secretary



                         EXHIBIT 23(b)

                  CONSENT OF ERNST & YOUNG LLP

                Consent of Independent Auditors

We  consent  to  the  reference to our  firm  under  the  caption
"Interests  of  Named  Experts and Counsel" in  the  Registration
Statement (Form S-8) pertaining to the 1993 Director Stock Option
Plan  of  Hibernia  Corporation  and  to  the  incorporation   by
reference  therein  of our report dated January  10,  1996,  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, 1995,  filed  with  the
Securities and Exchange Commission.

                                     s/ERNST & YOUNG LLP
                                     Ernst & Young LLP


New Orleans, Louisiana
July 8, 1996




                           Exhibit 24
                                
                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Chairman  and  director  of   Hibernia Corporation,  a  Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint  Stephen A. Hansel, Robert W. Close, Ron E. Samford,  Jr.
and  Patricia C. Meringer, and each of them (with full  power  to
each  of  them  to  act alone), his true and  lawful  agents  and
attorneys-in-fact, for him and on his behalf  and  in  his  name,
place  and  stead, in any and all capacities, to  sign,  execute,
acknowledge,  deliver,  and  file (a)  with  the  Securities  and
Exchange  Commission  (or  any other governmental  or  regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
President,  Chief  Executive Officer and  director  of   Hibernia
Corporation,  a  Louisiana corporation (the "Corporation"),  does
hereby name, constitute and appoint Stephen A. Hansel, Robert  W.
Close, Ron E. Samford, Jr. and Patricia C. Meringer, and each  of
them (with full power to each of them to act alone), his true and
lawful  agents and attorneys-in-fact, for him and on  his  behalf
and  in his name, place and stead, in any and all capacities,  to
sign,  execute,  acknowledge, deliver,  and  file  (a)  with  the
Securities and Exchange Commission (or any other governmental  or
regulatory authority), a Registration Statement on Form  S-8  (or
other  appropriate  form) and any and all amendments   (including
post-effective amendments) thereto, with any and all exhibits and
any  and  all  other documents required to be filed with  respect
thereto  or in connection therewith, relating to the registration
under  the  Securities  Act  of  1933  of  Common  Stock  of  the
Corporation to be issued in connection with awards granted  under
the Corporation's Long-Term Incentive Plan previously approved by
the  Board  of Directors and the shareholders of the Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.


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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL MEN BY THESE PRESENTS, that the undersigned  Vice
Chairman  and  director  of   Hibernia Corporation,  a  Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint  Stephen A. Hansel, Robert W. Close, Ron E. Samford,  Jr.
and  Patricia C. Meringer, and each of them (with full  power  to
each  of  them  to  act alone), his true and  lawful  agents  and
attorneys-in-fact, for him and on his behalf  and  in  his  name,
place  and  stead, in any and all capacities, to  sign,  execute,
acknowledge,  deliver,  and  file (a)  with  the  Securities  and
Exchange  Commission  (or  any other governmental  or  regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.



                              S/HUGH J. KELLY
                              Hugh J. Kelly
                              Vice Chairman and Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL MEN BY THESE PRESENTS, that the undersigned  Vice
Chairman  and  director  of   Hibernia Corporation,  a  Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint  Stephen A. Hansel, Robert W. Close, Ron E. Samford,  Jr.
and  Patricia C. Meringer, and each of them (with full  power  to
each  of  them  to  act alone), his true and  lawful  agents  and
attorneys-in-fact, for him and on his behalf  and  in  his  name,
place  and  stead, in any and all capacities, to  sign,  execute,
acknowledge,  deliver,  and  file (a)  with  the  Securities  and
Exchange  Commission  (or  any other governmental  or  regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of May, 1995.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



                              S/H. DUKE SHACKELFORD
                              H. Duke Shackelford
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



                              S/JAMES H. STONE
                              James H. Stone
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of May, 1995.



                              S/JANEE M. TUCKER
                              Janee M. Tucker
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



                              S/VIRGINIA EASON WEINMANN
                              Virginia Eason Weinmann
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



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

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Controller of  Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.



                              S/RON E. SAMFORD, JR.
                              Ron E. Samford, Jr.
                              Controller
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Treasurer and Chief Financial Officer of  Hibernia Corporation, a
Louisiana  corporation  (the "Corporation"),  does  hereby  name,
constitute and appoint Stephen A. Hansel, Robert W. Close, Ron E.
Samford,  Jr.  and Patricia C. Meringer, and each of  them  (with
full  power  to each of them to act alone), his true  and  lawful
agents  and attorneys-in-fact, for him and on his behalf  and  in
his  name, place and stead, in any and all capacities,  to  sign,
execute,  acknowledge, deliver, and file (a) with the  Securities
and  Exchange Commission (or any other governmental or regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.


                              S/MARSHA M. GASSAN
                              Marsha M. Gassan
                                Treasurer  and  Chief   Financial
Officer
                              HIBERNIA CORPORATION
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 99361}]
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As  filed with the Securities and Exchange Commission on July  8,
1996.

                                        Registration No. 33-_____

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT

                             Under
                   THE SECURITIES ACT OF 1933
               _________________________________
                      HIBERNIA CORPORATION
     (Exact name of registrant as specified in its charter)

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

                CALCULATION OF REGISTRATION FEE
_________________________________________________________________
TITLE OF        AMOUNT TO BE    PROPOSED    PROPOSED    AMOUNT
SECURITIES      REGISTERED      MAXIMUM     MAXIMUM       OF
TO BE                           OFFERING    AGGREGATE  REGISTRATION
REGISTERED                      PRICE PER   OFFERING    FEE (2)
                                SHARE (1)   PRICE (1)
_________________________________________________________________

Class A
Common
Stock, no       1,000,000      $ 10.75      $ 10,750,000  $ 3,707
par value       shares
_________________________________________________________________

1.   Calculated pursuant to Rule 457 (c) as permitted by Rules
     457(h) of the Securities Act of 1933 (the "Securities Act"),
     based  upon the mean of the high and low sales prices of a
     shares of the Company's Common Stock on July 3, 1996.

                           Prospectus

                      HIBERNIA CORPORATION

                        1,000,000 Shares

           Class A Common Voting Stock (no par value)

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
     BY  THE  SECURITIES  AND  EXCHANGE COMMISSION  NOR  HAS  THE
     COMMISSION  PASSED  UPON THE ACCURACY OR  ADEQUACY  OF  THIS
     PROSPECTUS.   ANY  REPRESENTATION  TO  THE  CONTRARY  IS   A
     CRIMINAL OFFENSE.

      This  Prospectus  relates to 1,000,000 shares  of  Class  A
Common  Voting  Stock,  no  par value  (the  "Common  Stock")  of
Hibernia  Corporation (the "Company") issued or to be issued  and
sold  upon the exercise of stock options (as defined in the  plan
referenced  below)  granted under the Hibernia  Corporation  1993
Directors' Stock Option Plan (the "Plan").

      This Prospectus does not constitute an offer to sell, or  a
solicitation  of an offer to buy, securities in any  jurisdiction
in  which, or to any person to whom, it is unlawful to make  such
offer or solicitation.

      No  person has been authorized by the Company to  give  any
information  or  to  make  any  representations,  other  than  as
contained  in  this  Prospectus, in  connection  with  the  offer
contained  in  this  Prospectus, and,  if  given  or  made,  such
information or representations must not be relied upon.

      It is suggested that this Prospectus be retained for future
reference.

     The date of this Prospectus is July 8, 1996.

                       TABLE OF CONTENTS

                                                            Page

AVAILABLE INFORMATION                                         1

THE PLAN                                                      1

     General                                                  2

     Administration of the Plan                               2

     Eligibility for Participation                            3

     Terms of Options                                         3

     Acquisition of Stock for Awards                          4

     Summary of Certain Federal Income Tax Consequences       4

          Nonqualified Stock Options                          4

          General                                             4

     Additional Provisions of the Plan                        5

     Administration of the Plan                               5

     Special Considerations for
       Current Directors                                      6

     Use of Common Stock to Satisfy Tax Liabilities           7

PERIODIC REPORTS TO SHAREHOLDERS                              7

CERTAIN OTHER INFORMATION                                     7

                     AVAILABLE INFORMATION

      The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder (the "Exchange Act"),  and  in
accordance  therewith files reports, proxy statements  and  other
information  with  the  Securities and Exchange  Commission  (the
"Commission").    Such  reports,  proxy  statements   and   other
information filed by the Company may be inspected and  copied  at
the  public reference facilities maintained by the Commission  at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the  Commission's  Regional Offices  located  at  7  World  Trade
Center,  Suite  1300, New York, New York 10048  and  Northwestern
Atrium  Center,  500  West Madison Street, Suite  1400,  Chicago,
Illinois  60661.  Copies of such materials also may  be  obtained
from  the Public Reference Section of the Commission at 450 Fifth
Street,  N.W., Washington, D.C.  20549, at prescribed rates.   In
addition,   reports,  proxy  statements  and  other   information
concerning the Company may be inspected at the offices of the New
York  Stock Exchange, Inc., 20 Broad Street, New York,  New  York
10005, on which the shares of Hibernia Common Stock are listed.

      The  Company will provide without charge to each person  to
whom  this Prospectus is delivered, upon written or oral request,
a  copy  of the Annual Report to Shareholders of the Company  and
any  and  all  of the documents incorporated herein by  reference
(other  than  exhibits  to such documents).  See  "Certain  Other
Information."  Such requests should be directed to  Susan  Klein,
Assistant  Secretary,  Corporate  Secretary's  Office,   at   the
Company's office at 225 Baronne Street, 11th Floor, New  Orleans,
Louisiana 70112, telephone (504) 533-3411.

      Neither  delivery  of this Prospectus  nor  any  sale  made
pursuant  hereto  shall,  under  any  circumstances,  create  any
implication that there has been no change in the affairs  of  the
Company  or  the  information set forth  herein  since  the  date
hereof.

                            THE PLAN

      The  following is a summary of the pertinent provisions  of
the  Plan  and does not purport to be complete.  This summary  is
qualified in all respects by the full text of the Plan  which  is
set forth in Exhibit A to this Prospectus.
General

      The  Plan was adopted by the Board of Directors on  January
26,  1993  and  was approved by shareholders at the  1993  Annual
Meeting of Shareholders on April 27, 1993.  Under the Plan  stock
options  for  up  to an aggregate of 1,000,000 shares  of  Common
Stock of the Company may be granted.

     The Plan is intended to supplement the existing stock option
plan  of the Company to a significant degree by providing  annual
stock  option  grants to incumbent nonemployee directors  of  the
Company.   The Company currently intends to continue to  use  the
1987  Stock Option Plan for stock option grants to directors upon
their  initial election to the Board of Directors of the Company.
In  addition,  the Plan is intended to assist in  attracting  and
retaining  nonemployee directors of outstanding  ability  and  to
promote the identification of their interests with those  of  the
shareholders of the Company.

      The Board Governance Committee of the Board of Directors of
the Company has established certain guidelines for administration
of  the Plan which have the effect of imposing limitations on the
Plan.   The  guidelines include a minimum price  at  which  stock
options   will   be  exercisable;  setting  forth  the   specific
circumstances, if any, under which the Committee may delegate any
portion  of  its  authority  under the Plan;  whether  fractional
shares  may  be settled in cash or will be forfeited; declaration
of  the Committee's intent that the Plan qualify for an exemption
from  Section 16(b) of the Exchange Act, whether by  meeting  the
requirements of Rule 16b-3 (as such rule may be amended from time
to  time)  of  the  rules  and  regulations  promulgated  by  the
Commission  under  the Exchange Act or otherwise,  and  that  any
provision or operation of the Plan that would have the effect  of
disqualifying  it for an exemption under Section 16(b)  would  be
void;  and restrictions on the number of shares issuable  on  the
grant  of  awards  in  order to preserve  certain  favorable  tax
attributes   of  the  Company.   Although  the  Board  Governance
Committee of the Company has the power to modify these guidelines
in the future, it does not presently intend to do so.

Administration of the Plan

      The  Plan is to be administered by a Committee of the Board
of Directors of the Company, initially the Executive Compensation
Committee  or  such other committee as shall be  constituted  for
that  purpose.   Effective January 24, 1995 the Board  Governance
Committee  of  the  Board  of  Directors  of  the  Company   (the
"Committee") was formed, and the Board delegated to the Committee
the responsibility for the administration of this Plan.  The Plan
limits  the administration to a committee appointed by the  Board
of  Directors  in  such  a manner as to qualify  the  Plan  under
certain provisions of Federal securities laws.  The Plan  by  its
terms  will  and is currently intended to remain in effect  until
January  26,  2003  unless  sooner terminated  by  the  Board  of
Directors of the Company.

Eligibility for Participation

     Grants of options under the Plan will be made to nonemployee
directors of the Company (the "Participants").

Terms of Options

     The Plan permits nonqualified stock options to be awarded to
Participants.  The terms of each such option are required  to  be
evidenced  by  an  agreement  which  sets  forth  the  terms  and
conditions  of such option.  Although there is no restriction  in
the  Plan  as  to the minimum price per share at  which  a  stock
option may be granted, the Committee has adopted guidelines under
the  Plan  prohibiting the grant of any option having an exercise
price less than the fair market value of the Common Stock on  the
date  of the grant.  For purposes of the Plan, fair market  value
is  defined  as the average of the high and low sales prices  per
share  at which the Company's Common Stock is traded on  the  New
York Stock Exchange, Inc. on the date of any such grant.

      Options granted under the Plan are exercisable as to 50% of
the shares covered thereby two years after the date of grant,  an
additional 25% of the shares three years after the date of  grant
and  the  remaining  25%  four years after  the  date  of  grant.
Options  will  become exercisable in full in  the  event  of  the
employee's  death or disability but must be exercised within  one
year  after such event or be forfeited, although options  granted
under  the  Plan are not exercisable during the first six  months
after the date of grant except in the case of death.  As of 1996,
the  Committee determined to apply this rule to options  held  by
directors  who  had retired in good standing and been  elected  a
Director  Emeritus,  which  policy  will  be  presented  to   the
shareholders for approval at the 1997 Annual Meeting.

      The  Plan provides that an option may be exercised  by  the
payment  of  cash  or  in  any other  manner  determined  by  the
Committee,  including, but not limited to, the use of  previously
owned  shares of Common Stock that have been owned for  at  least
six months, the withholding and/or surrender of shares subject to
the  stock option, the delivery of an irrevocable direction to  a
brokerage firm to sell shares and deliver all or a portion of the
proceeds to the Company, the delivery of an irrevocable direction
to  a  brokerage firm or a lender to deliver all or a portion  of
the proceeds of a loan to the Company, or the surrender of all or
part  of  any stock option in exchange for payment in  an  amount
equal  to  the  difference between the fair market value  of  the
shares  subject  to  such  option  or  portion  thereof  and  the
aggregate exercise price thereof.

Acquisition of Stock For Awards

      The  Plan authorizes the issuance of up to 1,000,000 shares
of Common Stock in connection with the grant of options under the
Plan, which number of shares has been authorized by the Board  of
Directors  (and approved by the shareholders) for issuance  under
the Plan.

      The Company anticipates using a combination of newly issued
shares  and shares purchased in the open market for grants  under
the  Plan.  When issued, newly issued shares will have the effect
of  diluting the percentage ownership of existing shareholders of
the Company.

Summary of Certain Federal Income Tax Consequences

     Nonqualified Stock Options

      An  optionee does not recognize income on the  grant  of  a
nonqualified stock option, but generally will recognize  ordinary
income  upon its exercise.  The amount of income recognized  upon
exercise  generally will be equal to the excess, if any,  of  the
fair market value of the shares at the time of exercise over  the
exercise  price  paid  for  the shares,  regardless  whether  the
exercise  price  is  paid  in cash or in  shares  of  stock.   If
ordinary  income is recognized by an optionee in connection  with
the exercise of a nonqualified stock option, the Company will  be
entitled  to  a  deduction in the amount of  ordinary  income  so
recognized,  provided the Company complies  with  applicable  tax
withholding requirements.

     General

      The  rules  governing the tax treatment of  options  and  a
recipient's receipt of shares in connection with such grants  are
quite technical, and the above description is necessarily general
in  nature  and  does not purport to be complete.   In  addition,
statutory  provisions  are  subject  to  change,  as  are   their
interpretations,  and their application may  vary  in  individual
circumstances.   Finally, the tax consequences  under  applicable
state  law  may not be the same as under the Federal  income  tax
laws,  although treatment of these awards under Louisiana law  is
generally  the  same  as under Federal law.  Holders  of  options
granted  under  the  Plan are encouraged  to  contact  their  tax
advisors regarding the tax implications to them of exercising  an
option granted under the Plan.

Additional Provisions of the Plan

      In  the  event  the Optionee's service  as  a  director  is
terminated  for cause or by the recipient voluntarily and  within
eighteen  months thereafter the recipient becomes affiliated,  or
otherwise  engages  in  competition  with,  the  Company   or   a
Subsidiary,  the  Company  may require that  any  economic  value
obtained  by such recipient with respect to any grant  under  the
Plan  at  any  time  within  six months  prior  to  the  date  of
termination as a director, shall be repaid to the Company.

      The Plan contains a provision that in the event of a change
of  control  of  the  Company,  unless  the  Board  of  Directors
determines  otherwise,  all options outstanding  under  the  Plan
shall  be  fully exercisable.  The term "change of  control"  for
this  purpose  means  the  acquisition of  the  power  to  direct
management of the Company or the acquisition of power to vote 50%
or  more of the stock of the Company or any other condition which
the Board of Directors deems to be a change of control.

      Stock options granted under the Plan will not be assignable
or  transferable by any recipient except by will or the  laws  of
descent and distribution and, during the lifetime of a recipient,
may  only be exercisable by, or paid to, the recipient or his  or
her legal representative.

Administration of the Plan

      The  Plan is administered by the Committee of the Board  of
Directors.   The  Committee  currently  consists  of  nonemployee
directors.   Committee  members,  along  with  other  nonemployee
directors, are eligible to participate in the Plan.  The Board of
Directors may from time to time appoint additional members of the
Committee   or  remove  members  and  appoint  new   members   in
substitution  for those previously appointed and fill  vacancies,
however  caused. The present members of the Committee are  Robert
E.  Zetzmann,  Chairman,  Richard  W.  Freeman,  Jr.,  Robert  T.
Holleman,  Hugh J. Kelly, Elton R. King and Virginia E. Weinmann.
Information as to the identities of the members of the Committee,
as  of specified future dates, will appear in the Company's proxy
statements and annual reports to shareholders.

      Patricia C. Meringer, Senior Vice President, Secretary  and
Corporate  Counsel, Hibernia Corporation, maintains  all  records
relating  to the Plan and is the person to whom inquiries  should
be  directed.  Ms. Meringer's address is:  Corporate  Secretary's
Office,  Hibernia  Corporation, P. 0.  Box  61540,  New  Orleans,
Louisiana 70161, and her telephone number is:  (504) 533-2486.

      The  Committee has authority to interpret the Plan and  the
agreements  issued  thereunder, and to  make  all  determinations
deemed  necessary or advisable for administration  of  the  Plan.
Any  determinations  made or actions taken by  the  Committee  in
accordance with its authority under the Plan are final.

     Members of the Committee do not receive any compensation for
their  administration of the Plan apart from the fees which  they
receive for their services as directors of the Company, which are
described  in  the  Company's  proxy  statements  distributed  in
connection with annual meetings of shareholders of the Company.

Special Considerations for Current Directors

       Recipients  of  stock  options  under  the  Plan  who  are
considered "affiliates" of the Company may only reoffer or resell
Common  Stock  acquired  under the Plan pursuant  to  a  separate
prospectus filed with the Commission under the Securities Act  of
1933,  as  amended  (the "Securities Act"),  or  pursuant  to  an
appropriate exemption from registration under the Securities Act,
such  as  Rule  144 and Rule 144A.  An "affiliate"  is  generally
defined  as a person that controls, or is controlled  by,  or  is
under  common  control with, the Company.   Such  term  generally
includes directors.

      Within  ten days after the close of the month  in  which  a
director  of the Company is granted a stock option, or  otherwise
has  a change in beneficial ownership of Common Stock, he or  she
must  file  with the Commission a statement on Form 4  describing
the transaction(s) giving rise to such change and showing his  or
her   beneficial  ownership  as  of  the  close  of  that  month.
Exercises  of  stock options by directors must also  be  reported
under Section 16, either on the next Form 4 otherwise required to
be filed or on a Form 5 filed at the end of a fiscal year.

      A  director who sells Common Stock within a period of  less
than  six  months before or after a purchase of shares of  Common
Stock  generally  will be liable to the Company for  any  profits
realized  on  such  sale and purchase or  purchase  and  sale  in
accordance  with Section 16(b) of the Exchange Act.  A  grant  of
stock  options generally will be considered a purchase of  Common
Stock  for this purpose (although the exercise of a stock  option
generally   is  not  considered  a  purchase).    Directors   are
encouraged  to consult with the Corporate Law Department  of  the
Company before making sales of Common Stock.

Use of Common Stock to Satisfy Tax Liabilities

      The  exercise of a nonqualified stock option granted  under
the  Plan results in the recognition by the recipient of  taxable
income  as described in "Federal Income Tax Consequences"  above.
However,  because  grants under the Plan  may  only  be  made  to
directors who are not employees of the Company, the Company  does
not   withhold   any  income  recognized  upon  exercise   of   a
nonqualified stock option. Tax liability in connection  with  the
exercise of a nonqualified stock option is the responsibility  of
the  recipient  of  the  option. Such tax  liabilities  may  also
include state and local income taxes.

                PERIODIC REPORTS TO SHAREHOLDERS

      The  Company  furnishes shareholders  with  annual  reports
containing  audited  financial  statements  and  with   quarterly
reports  for  the  first  three  quarters  of  each  fiscal  year
containing  unaudited  financial  statements.   Copies  of  these
documents,  and  any other communications sent to  the  Company's
shareholders  generally, also are furnished to all directors  who
have received stock-option grants under the Plan.

                   CERTAIN OTHER INFORMATION

      The  Company  has filed with the Commission a  Registration
Statement  on  Form  S-8 (Registration No.  33-_____)  under  the
Securities  Act  with respect to the Common Stock  to  which  the
stock  granted  or  to be granted under the  Plan  relate.   This
Prospectus does not contain all the information set forth in  the
Registration  Statement,  certain portions  of  which  have  been
omitted  pursuant to the rules and regulations of the Commission.
For further information with respect to the Company and the Plan,
reference  is  made to the Registration Statement, including  the
exhibits  thereto,  and  the documents  incorporated  therein  by
reference.  All of these documents may be inspected and copied at
the  public reference facilities maintained by the Commission  at
the addresses set forth on page 2 of this Prospectus.

PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

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

      (a)  Annual Report on Form 1O-K for the fiscal  year  ended
December 31, 1995.

      (b)  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 1996.

     (c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 23, 1996, except for the  portions  of
the Proxy Statement that appear under the headings "Report of the
Compensation Committee" and "Performance Graph."

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

      (e) Current reports on Form 8-K dated April 17 and May  17,
1996.

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

Item 4.   Description of Securities.

      The description of the Company's Common Stock contained  in
the  Company's Current Report on Form 8-K dated November 2, 1994,
and  any  amendment or report filed for the purpose  of  updating
such description, is incorporated herein by reference.

Item 5.   Interests of Named Experts and Counsel.

       The  consolidated  financial  statements  of  the  Company
incorporated by reference in the Company's Annual Report (Form 10-
K)  for  the  year ended December 31, 1995 have been  audited  by
Ernst  &  Young LLP, independent auditors, as set forth in  their
report thereon incorporated by reference therein and incorporated
herein by reference.  Such consolidated financial statements  are
incorporated  herein by reference in reliance  upon  such  report
given  upon  the authority of such firm as experts in  accounting
and auditing.

      A  legal  opinion to the effect that the  issuance  of  the
shares of Common Stock offered pursuant to the Plan has been duly
authorized  by the Company and that the shares, when issued  upon
the  exercise  of options or the vesting of Awards in  accordance
with  their terms, will be fully paid and nonassessable, has been
rendered by Patricia C. Meringer, Corporate Counsel and Secretary
of  the  Company.  As of June 1, 1996, Ms.  Meringer  held  1,975
shares  of  Common  Stock  directly and options  to  purchase  an
aggregate  of 31,716 shares of Common Stock, of which options  to
purchase 9,858 are currently exercisable.

Item 6.   Indemnification of Directors and Officers

     The Louisiana Business Corporation Law ("LBCL") contains two
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 ordinarily prudent  men
would  exercise  under similar circumstances in  like  positions.
Section  91  specifically provides that it  is  not  intended  to
derogate  from  any indemnification permitted under  Section  83,
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.
Indemnification is not permitted in a derivative action  for  any
expenses  if  the individual seeking indemnification is  adjudged
liable for negligence or misconduct in the performance of his  or
her  duty to the corporation unless specifically ordered  by  the
court.   Otherwise, officers and directors may be indemnified  in
derivative  actions  only  with respect  to  expenses  (including
attorneys'  fees) actually and reasonably incurred in  connection
with the defense or settlement of the action.

      Indemnification of officers and directors may only be  made
by the corporation 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  or  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  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 by a majority  of  a  quorum
consisting   of   disinterested  directors.    In   addition,   a
corporation may only advance defense costs if it has received  an
undertaking  from  the officer or director to repay  the  amounts
advanced  unless it is ultimately determined that he  or  she  is
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 shareholder 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 an
limitation.

       The   Articles   of  Association  of  the   Bank   include
indemnification and limitation of liability provisions  identical
to those adopted by the Company and described above.

     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  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such liabilities (other than payment by the  Company  of
expenses  incurred or paid by a 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 Securities Act and will be governed by the final adjudication
of such issue.

Item 7.   Exemption from Registration Claimed.

     Not Applicable

Item 8.   Exhibits.

5(a)      Opinion of Patricia C. Meringer

23(a)     Consent  of  Patricia  C.  Meringer  (included   within
          Exhibit 5(a)

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  thereto)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the registration statement; and

           (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 the post-effective amendment by those  paragraphs
is contained in periodic reports filed by the Company pursuant to
Section  13  or Section 15(d) of the Securities Exchange  Act  of
1934  that  are  incorporated by reference in  this  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  Section  15(d) of the Securities Exchange Act of 1932,  (and,
where  applicable,  each  filing of any 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.

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

                           SIGNATURES

                         THE REGISTRANT

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of New Orleans, State of Louisiana, on July 8, 1996.

                                   HIBERNIA CORPORATION

                                   By: /s/ RONALD E. SAMFORD, JR.
                                       Ronald E. Samford, Jr.
                                       Executive Vice President
                                       and Chief Accounting
                                       Officer

      Pursuant to the requirements of the Securities Act of 1933,
the  Amendment  has been signed by the following persons  in  the
capacities indicated on July 8, 1996.

Signatures                              Title

       *
_____________________________      Chairman of the Board
Robert H. Boh

       *
_____________________________      President and Director
Stephen A. Hansel

       *
_____________________________      Chief Financial Officer
Marsha M. Gassan

       *
_____________________________      Chief Accounting Officer
Ron E. Samford, Jr.
       *
_____________________________      Director
J. Terrell Brown

       *
_____________________________      Director
Richard W. Freeman, Jr.

       *
_____________________________      Director
Dick H. Hearin

       *
_____________________________      Director
Robert T. Holleman

       *
_____________________________      Director
Hugh J. Kelly

       *
_____________________________      Director
Sidney W. Lassen

       *
_____________________________      Director
Donald J. Nalty

       *
_____________________________      Director
William C. O'Malley

       *
_____________________________      Director
James H. Stone

       *
_____________________________      Director
Janee M. Tucker

       *
_____________________________      Director
Robert E. Zetzmann

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

                            THE PLAN

      Pursuant to the requirements of the Securities Act of 1933,
the  members  of the Board Governance Committee of the  Board  of
Directors  of  the  Company  have duly caused  this  registration
statement  to  be  signed  on their behalf  by  the  undersigned,
thereunto duly authorized, in the City of New Orleans,  State  of
Louisiana, on July 8, 1996.

               HIBERNIA CORPORATION 1993 DIRECTOR STOCK OPTION

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

*Attorney-in-Fact  for Robert E. Zetzmann,  Richard  W.  Freeman,
Jr.,  Robert  T.  Holleman,  Hugh J. Kelly,  Elton  R.  King  and
Virginia E. Weinmann.

                         EXHIBIT INDEX

Exhibit                                      Sequential Page
                                                  Number

 5(a)  Opinion of Patricia C. Meringer

23(a)  Consent of Patricia C. Meringer
       included within Exhibit 5(a)

23(b)  Consent of Ernst & Young LLP

24     Powers of Attorney

                           EXHIBIT 5

                         June 20, 1996

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

Ladies and Gentlemen:

     I am Corporate Counsel and Secretary of Hibernia Corporation
(the "Company") and am delivering this opinion in connection with
the registration by the Company of shares of Class A Common Stock
(the  "Shares")  to be issued by the Company to  its  nonemployee
directors  pursuant to the terms of the Company's  1993  Director
Stock Option Plan (the "Plan").  The Shares will be reserved  for
issuance pursuant to the terms of the Plan and will be issued  to
directors pursuant to the terms of the grants and awards made  to
them under the Plan.

      In  furnishing  this  opinion,  I  or  attorneys  under  my
supervision  have  examined such documents  and  have  made  such
investigation  of  matters  of fact and  law  as  I  have  deemed
necessary or appropriate to provide a basis for the opinions  set
forth  herein.   In  such examination and investigation,  I  have
assumed the genuineness of all signatures, the legal capacity  of
natural  persons, the authenticity of all documents submitted  as
originals  and  the  conformity  to  original  documents  of  all
documents submitted as certified or 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  based  upon
legal  considerations  which I deem relevant  and  upon  laws  or
regulations in effect as of the date hereof, I am of the  opinion
that:

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

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

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

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

                              Very truly yours,

                              /s/ PATRICIA C. MERINGER
                              Patricia C. Meringer
                              Corporate Counsel and Secretary

                         EXHIBIT 23(b)

                  CONSENT OF ERNST & YOUNG LLP

                Consent of Independent Auditors

We  consent  to  the  reference to our  firm  under  the  caption
"Interests  of  Named  Experts and Counsel" in  the  Registration
Statement (Form S-8) pertaining to the 1993 Director Stock Option
Plan  of  Hibernia  Corporation  and  to  the  incorporation   by
reference  therein  of our report dated January  10,  1996,  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, 1995,  filed  with  the
Securities and Exchange Commission.

                                     s/ERNST & YOUNG LLP
                                     Ernst & Young LLP

New Orleans, Louisiana
July 8, 1996

                           Exhibit 24
                                
                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Chairman  and  director  of   Hibernia Corporation,  a  Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint  Stephen A. Hansel, Robert W. Close, Ron E. Samford,  Jr.
and  Patricia C. Meringer, and each of them (with full  power  to
each  of  them  to  act alone), his true and  lawful  agents  and
attorneys-in-fact, for him and on his behalf  and  in  his  name,
place  and  stead, in any and all capacities, to  sign,  execute,
acknowledge,  deliver,  and  file (a)  with  the  Securities  and
Exchange  Commission  (or  any other governmental  or  regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
President,  Chief  Executive Officer and  director  of   Hibernia
Corporation,  a  Louisiana corporation (the "Corporation"),  does
hereby name, constitute and appoint Stephen A. Hansel, Robert  W.
Close, Ron E. Samford, Jr. and Patricia C. Meringer, and each  of
them (with full power to each of them to act alone), his true and
lawful  agents and attorneys-in-fact, for him and on  his  behalf
and  in his name, place and stead, in any and all capacities,  to
sign,  execute,  acknowledge, deliver,  and  file  (a)  with  the
Securities and Exchange Commission (or any other governmental  or
regulatory authority), a Registration Statement on Form  S-8  (or
other  appropriate  form) and any and all amendments   (including
post-effective amendments) thereto, with any and all exhibits and
any  and  all  other documents required to be filed with  respect
thereto  or in connection therewith, relating to the registration
under  the  Securities  Act  of  1933  of  Common  Stock  of  the
Corporation to be issued in connection with awards granted  under
the Corporation's Long-Term Incentive Plan previously approved by
the  Board  of Directors and the shareholders of the Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL MEN BY THESE PRESENTS, that the undersigned  Vice
Chairman  and  director  of   Hibernia Corporation,  a  Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint  Stephen A. Hansel, Robert W. Close, Ron E. Samford,  Jr.
and  Patricia C. Meringer, and each of them (with full  power  to
each  of  them  to  act alone), his true and  lawful  agents  and
attorneys-in-fact, for him and on his behalf  and  in  his  name,
place  and  stead, in any and all capacities, to  sign,  execute,
acknowledge,  deliver,  and  file (a)  with  the  Securities  and
Exchange  Commission  (or  any other governmental  or  regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.

                              S/HUGH J. KELLY
                              Hugh J. Kelly
                              Vice Chairman and Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL MEN BY THESE PRESENTS, that the undersigned  Vice
Chairman  and  director  of   Hibernia Corporation,  a  Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint  Stephen A. Hansel, Robert W. Close, Ron E. Samford,  Jr.
and  Patricia C. Meringer, and each of them (with full  power  to
each  of  them  to  act alone), his true and  lawful  agents  and
attorneys-in-fact, for him and on his behalf  and  in  his  name,
place  and  stead, in any and all capacities, to  sign,  execute,
acknowledge,  deliver,  and  file (a)  with  the  Securities  and
Exchange  Commission  (or  any other governmental  or  regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of May, 1995.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

                              S/H. DUKE SHACKELFORD
                              H. Duke Shackelford
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

                              S/JAMES H. STONE
                              James H. Stone
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of May, 1995.

                              S/JANEE M. TUCKER
                              Janee M. Tucker
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

                              S/VIRGINIA EASON WEINMANN
                              Virginia Eason Weinmann
                              Director
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

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

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Controller of  Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia  C.
Meringer,  and each of them (with full power to each of  them  to
act alone), his true and lawful agents and attorneys-in-fact, for
him  and on his behalf and in his name, place and stead,  in  any
and  all capacities, to sign, execute, acknowledge, deliver,  and
file  (a)  with  the Securities and Exchange Commission  (or  any
other  governmental  or  regulatory  authority),  a  Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments   (including post-effective amendments) thereto,  with
any and all exhibits and any and all other documents required  to
be  filed  with  respect  thereto  or  in  connection  therewith,
relating to the registration under the Securities Act of 1933  of
Common  Stock of the Corporation to be issued in connection  with
awards  granted under the Corporation's Long-Term Incentive  Plan
previously   approved  by  the  Board  of   Directors   and   the
shareholders  of  the  Corporation,  authorized  by   resolutions
adopted by the Board of Directors on July 28, 1992, February  17,
1993,  January  25, 1994 and January 24, 1995 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 23rd day of January, 1996.

                              S/RON E. SAMFORD, JR.
                              Ron E. Samford, Jr.
                              Controller
                              HIBERNIA CORPORATION

                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Treasurer and Chief Financial Officer of  Hibernia Corporation, a
Louisiana  corporation  (the "Corporation"),  does  hereby  name,
constitute and appoint Stephen A. Hansel, Robert W. Close, Ron E.
Samford,  Jr.  and Patricia C. Meringer, and each of  them  (with
full  power  to each of them to act alone), his true  and  lawful
agents  and attorneys-in-fact, for him and on his behalf  and  in
his  name, place and stead, in any and all capacities,  to  sign,
execute,  acknowledge, deliver, and file (a) with the  Securities
and  Exchange Commission (or any other governmental or regulatory
authority),  a  Registration Statement  on  Form  S-8  (or  other
appropriate  form) and any and all amendments   (including  post-
effective amendments) thereto, with any and all exhibits and  any
and all other documents required to be filed with respect thereto
or  in  connection therewith, relating to the registration  under
the Securities Act of 1933 of Common Stock of the Corporation  to
be   issued   in  connection  with  awards  granted   under   the
Corporation's Long-Term Incentive Plan previously approved by the
Board  of  Directors  and the shareholders  of  the  Corporation,
authorized  by resolutions adopted by the Board of  Directors  on
July  28,  1992, February 17, 1993, January 25, 1994 and  January
24,  1995  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 23rd day of January, 1996.

                              S/MARSHA M. GASSAN
                              Marsha M. Gassan
                                Treasurer  and  Chief   Financial
Officer
                              HIBERNIA CORPORATION