As filed with the Securities and Exchange Commission on July 23, 1999.

                                     Registration No. 333-____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           THE SECURITIES ACT OF 1933

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


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

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

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

                         CALCULATION OF REGISTRATION FEE

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

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

Class A
Common Stock,
no par
value             2,346,005      $14.84375      34,823,511.72    $9,680.94
                  shares
--------------------------------------------------------------------------------

1.       Calculated  pursuant to Rule 457 (c) as permitted by Rule 457(h) of the
         Securities Act of 1933 (the "Securities  Act"),  based upon the mean of
         the high and low sales prices of a share of the Company's  Common Stock
         on July 21, 1999.


<PAGE>


Incorporation of Previous Registration Statement

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is filed  solely to register an  additional  2,346,005  shares of the
Common  Stock of  Hibernia  Corporation  (the  "Company")  under  the  Long-Term
Incentive Plan (the "Plan").  The provisions of the Plan as in effect on January
1, 1999  provided for an automatic  increase in the number of shares  subject to
the  plan  equal to 1.5% of the  total  shares  of the  Company's  Common  Stock
outstanding as of January 1, 1999. Pursuant to this provision,  2,346,005 shares
are included herein. Pursuant to Instruction E, the contents of the Registrant's
Form  S-8  Registration  Statement  No.  33-59743  are  hereby  incorporated  by
reference.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

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

         (a) Annual  Report on Form 1O-K for the fiscal year ended  December 31,
1998.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

         (c)  Proxy   Statement  in  connection   with  the  Annual  Meeting  of
Shareholders  held on April  20,  1999,  except  for the  portions  of the Proxy
Statement that appear under the headings  "Report of the Executive  Compensation
Committee" and "Stock Performance Graph."

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

         (e)  Current  Report of Form 8-K dated May 18,  1999  reporting  Item 5
Other Events.

         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.



<PAGE>


Item 8.  Exhibits.

EXHIBIT  DESCRIPTION

3.1               Exhibit 3.1 to the Quarterly Report on Form 10-Q (as  amended)
                  for the fiscal quarter  ended June 30,  1998,  filed  with the
                  Commission  by the  Registrant  (Commission  File No.  0-7220)
                  is hereby incorporated by reference (Articles of Incorporation
                  of the Registrant, as amended to date)

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

 5(a)             Opinion of Patricia C. Meringer

10.13             Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998, filed with the Commission by the
                  Registrant (Commission File No. 0-7220) is hereby incorporated
                  by reference (Deferred Compensation Plan for Outside Directors
                  of Hibernia  Corporation and its  Subsidiaries,  as amended to
                  date)

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

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

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

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

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

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

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

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

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

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

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

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

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

13                Exhibit 13 to the Registrant's  Annual Report on Form 10-K for
                  the  fiscal  year  ended  December 31,  1998  filed  with  the
                  Commission (Commission File No. 0-7220) is hereby incorporated
                  by  reference (1998  Annual  Report  to  security  holders  of
                  Hibernia Corporation).

21                Exhibit  21 to the  Annual  Report on Form 10-K for the fiscal
                  year ended December 31, 1998, filed with the Commission by the
                  Registrant (Commission File No. 0-7220) is hereby incorporated
                  by reference (Subsidiaries of the Registrant)

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

23(b)             Consent of Ernst & Young LLP

24                Powers of Attorney

99.1              Exhibit 99.1 to  the  Annual  Report on Form 10-K (as amended)
                  dated May 28, 1999 is hereby incorporated by reference (Annual
                  Report  of th  Retirement  Security  Plan for  the fiscal year
                  ended December 31, 1998)

99.2              Exhibit  99.2 to the Annual  Report on Form 10-K (as  amended)
                  dated May 28, 1999 is hereby incorporated by reference (Annual
                  Report of the Employee Stock  Ownership Plan and Trust for the
                  fiscal year ended December 31, 1998)

                                   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 23,
1999.

                                   HIBERNIA CORPORATION


                                   By:      _____________________
                                            Patricia C. Meringer
                                            Senior Vice President and Secretary


<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on July 23, 1999.




Signatures                                                    Title

         *
_____________________________               Chairman of the Board
Robert H. Boh

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

         *
_____________________________               Chief Financial Officer
Marsha M. Gassan

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

         *
_____________________________               Director
J. Herbert Boydstun

         *
_____________________________               Director
E. R. Campbell

         *
_____________________________               Director
Richard W. Freeman, Jr.

         *
_____________________________               Director
Dick H. Hearin

         *
_____________________________               Director
Robert T. Holleman

         *
_____________________________               Director
Elton R. King


<PAGE>



         *
_____________________________               Director
Sidney W. Lassen

         *
_____________________________               Director
Donald J. Nalty

         *
_____________________________               Director
Ray B. Nesbitt

         *
_____________________________               Director
William C. O'Malley

         *
_____________________________               Director
James R. Peltier

         *
_____________________________               Director
Robert T. Ratcliff

         *
_____________________________               Director
Janee M. Tucker

         *
_____________________________               Director
Virginia Eason Weinmann

         *
_____________________________               Director
Robert E. Zetzmann



*By:     ____________________
         Patricia C. Meringer
         Attorney-in-Fact


<PAGE>



                                    THE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the members
of the Executive Compensation Committee of the Board of Directors of the Company
have duly caused this registration statement to be signed on their behalf by the
undersigned,  thereunto duly  authorized,  in the City of New Orleans,  State of
Louisiana, on July 23, 1999.

                  HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN



                                    BY:     ____________________
                                            Patricia C. Meringer
                                            Attorney-in-Fact*


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


<PAGE>


                                  EXHIBIT INDEX

Exhibit                                                     Sequential Page
                                                                 Number


 5(a)    Opinion of Patricia C. Meringer                           10

23(a)    Consent of Patricia C. Meringer                           10
           included within Exhibit 5(a)

23(b)    Consent of Ernst & Young LLP                              12

24       Powers of Attorney                                        13


<PAGE>


                                  EXHIBIT 5 (a)

                         OPINION OF PATRICIA C. MERINGER

                                  July 23, 1999




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


Ladies and Gentlemen:

         I am  Corporate  Counsel and  Secretary  of Hibernia  Corporation  (the
"Company") and am delivering this opinion in connection with the registration by
the Company of  2,346,005  shares of Class A Common  Stock (the  "Shares") to be
issued by the Company to its  employees  pursuant to the terms of the  Company's
Long-Term Incentive Plan (the "Plan").  The Shares will be reserved for issuance
pursuant  to the terms of the Plan and will be issued to  employees  pursuant to
the terms of the grants and awards made to them under the Plan.

         In  furnishing  this opinion,  I 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.



<PAGE>


         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,


                                      ------------------------------------
                                      Patricia C. Meringer
                                      Corporate Counsel and Secretary



<PAGE>


                                 EXHIBIT 23 (b)

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors


We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the Long-Term Incentive Plan of Hibernia Corporation of
our report dated January 12, 1999,  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,  1998,  filed  with the
Securities and Exchange Commission.



                                                     /s/ Ernst & Young LLP



New Orleans, Louisiana
July 23, 1999



<PAGE>


                                   EXHIBIT 24

                               POWERS OF ATTORNEY

                                POWER OF ATTORNEY


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

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


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


<PAGE>


                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
27th day of January 1999.



                                                     /s/ RAY NESBITT
                                                     Ray B. Nesbitt
                                                     Director
                                                     HIBERNIA CORPORATION


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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



<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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


<PAGE>



                                POWER OF ATTORNEY


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

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



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



<PAGE>



                                POWER OF ATTORNEY


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

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



                                                     /s/ ROBERT E. ZETZMANN
                                                     Robert E. Zetzmann
                                                     Director
                                                     HIBERNIA CORPORATION
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 74465}]
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As filed with the Securities and Exchange Commission on July 23, 1999.

                                     Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           THE SECURITIES ACT OF 1933

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

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

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

Class A
Common Stock,
no par
value             2,346,005      $14.84375      34,823,511.72    $9,680.94
                  shares
--------------------------------------------------------------------------------

1.       Calculated  pursuant to Rule 457 (c) as permitted by Rule 457(h) of the
         Securities Act of 1933 (the "Securities  Act"),  based upon the mean of
         the high and low sales prices of a share of the Company's  Common Stock
         on July 21, 1999.
Incorporation of Previous Registration Statement

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is filed  solely to register an  additional  2,346,005  shares of the
Common  Stock of  Hibernia  Corporation  (the  "Company")  under  the  Long-Term
Incentive Plan (the "Plan").  The provisions of the Plan as in effect on January
1, 1999  provided for an automatic  increase in the number of shares  subject to
the  plan  equal to 1.5% of the  total  shares  of the  Company's  Common  Stock
outstanding as of January 1, 1999. Pursuant to this provision,  2,346,005 shares
are included herein. Pursuant to Instruction E, the contents of the Registrant's
Form  S-8  Registration  Statement  No.  33-59743  are  hereby  incorporated  by
reference.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

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

         (a) Annual  Report on Form 1O-K for the fiscal year ended  December 31,
1998.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

         (c)  Proxy   Statement  in  connection   with  the  Annual  Meeting  of
Shareholders  held on April  20,  1999,  except  for the  portions  of the Proxy
Statement that appear under the headings  "Report of the Executive  Compensation
Committee" and "Stock Performance Graph."

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

         (e)  Current  Report of Form 8-K dated May 18,  1999  reporting  Item 5
Other Events.

         All documents  filed by the Company  after the date of this  Prospectus
pursuant to Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment which indicates that all Common Stock offered hereby
has been sold or which  deregisters  such Common  Stock then  remaining  unsold,
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Item 8.  Exhibits.

EXHIBIT  DESCRIPTION

3.1               Exhibit 3.1 to the Quarterly Report on Form 10-Q (as  amended)
                  for the fiscal quarter  ended June 30,  1998,  filed  with the
                  Commission  by the  Registrant  (Commission  File No.  0-7220)
                  is hereby incorporated by reference (Articles of Incorporation
                  of the Registrant, as amended to date)

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

 5(a)             Opinion of Patricia C. Meringer

10.13             Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998, filed with the Commission by the
                  Registrant (Commission File No. 0-7220) is hereby incorporated
                  by reference (Deferred Compensation Plan for Outside Directors
                  of Hibernia  Corporation and its  Subsidiaries,  as amended to
                  date)

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

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

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

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

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

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

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

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

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

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

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

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

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

13                Exhibit 13 to the Registrant's  Annual Report on Form 10-K for
                  the  fiscal  year  ended  December 31,  1998  filed  with  the
                  Commission (Commission File No. 0-7220) is hereby incorporated
                  by  reference (1998  Annual  Report  to  security  holders  of
                  Hibernia Corporation).

21                Exhibit  21 to the  Annual  Report on Form 10-K for the fiscal
                  year ended December 31, 1998, filed with the Commission by the
                  Registrant (Commission File No. 0-7220) is hereby incorporated
                  by reference (Subsidiaries of the Registrant)

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

23(b)             Consent of Ernst & Young LLP

24                Powers of Attorney

99.1              Exhibit 99.1 to  the  Annual  Report on Form 10-K (as amended)
                  dated May 28, 1999 is hereby incorporated by reference (Annual
                  Report  of th  Retirement  Security  Plan for  the fiscal year
                  ended December 31, 1998)

99.2              Exhibit  99.2 to the Annual  Report on Form 10-K (as  amended)
                  dated May 28, 1999 is hereby incorporated by reference (Annual
                  Report of the Employee Stock  Ownership Plan and Trust for the
                  fiscal year ended December 31, 1998)

                                   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 23,
1999.

                                   HIBERNIA CORPORATION

                                   By:      _____________________
                                            Patricia C. Meringer
                                            Senior Vice President and Secretary
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on July 23, 1999.

Signatures                                                    Title

         *
_____________________________               Chairman of the Board
Robert H. Boh

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

         *
_____________________________               Chief Financial Officer
Marsha M. Gassan

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

         *
_____________________________               Director
J. Herbert Boydstun

         *
_____________________________               Director
E. R. Campbell

         *
_____________________________               Director
Richard W. Freeman, Jr.

         *
_____________________________               Director
Dick H. Hearin

         *
_____________________________               Director
Robert T. Holleman

         *
_____________________________               Director
Elton R. King
*
_____________________________               Director
Sidney W. Lassen

         *
_____________________________               Director
Donald J. Nalty

         *
_____________________________               Director
Ray B. Nesbitt

         *
_____________________________               Director
William C. O'Malley

         *
_____________________________               Director
James R. Peltier

         *
_____________________________               Director
Robert T. Ratcliff

         *
_____________________________               Director
Janee M. Tucker

         *
_____________________________               Director
Virginia Eason Weinmann

         *
_____________________________               Director
Robert E. Zetzmann

*By:     ____________________
         Patricia C. Meringer
         Attorney-in-Fact
THE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the members
of the Executive Compensation Committee of the Board of Directors of the Company
have duly caused this registration statement to be signed on their behalf by the
undersigned,  thereunto duly  authorized,  in the City of New Orleans,  State of
Louisiana, on July 23, 1999.

                  HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN

                                    BY:     ____________________
                                            Patricia C. Meringer
                                            Attorney-in-Fact*

*Attorney-in-Fact  for Dick H. Hearin,  Ray B. Nesbitt,  Elton R. King,  William
C. O'Malley,  James R. Peltier and Robert T. Ratcliff.
EXHIBIT INDEX

Exhibit                                                     Sequential Page
                                                                 Number

 5(a)    Opinion of Patricia C. Meringer                           10

23(a)    Consent of Patricia C. Meringer                           10
           included within Exhibit 5(a)

23(b)    Consent of Ernst & Young LLP                              12

24       Powers of Attorney                                        13
EXHIBIT 5 (a)

                         OPINION OF PATRICIA C. MERINGER

                                  July 23, 1999

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

Ladies and Gentlemen:

         I am  Corporate  Counsel and  Secretary  of Hibernia  Corporation  (the
"Company") and am delivering this opinion in connection with the registration by
the Company of  2,346,005  shares of Class A Common  Stock (the  "Shares") to be
issued by the Company to its  employees  pursuant to the terms of the  Company's
Long-Term Incentive Plan (the "Plan").  The Shares will be reserved for issuance
pursuant  to the terms of the Plan and will be issued to  employees  pursuant to
the terms of the grants and awards made to them under the Plan.

         In  furnishing  this opinion,  I 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,

                                      ------------------------------------
                                      Patricia C. Meringer
                                      Corporate Counsel and Secretary
EXHIBIT 23 (b)

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the Long-Term Incentive Plan of Hibernia Corporation of
our report dated January 12, 1999,  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,  1998,  filed  with the
Securities and Exchange Commission.

                                                     /s/ Ernst & Young LLP

New Orleans, Louisiana
July 23, 1999
EXHIBIT 24

                               POWERS OF ATTORNEY

                                POWER OF ATTORNEY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
27th day of January 1999.

                                                     /s/ RAY NESBITT
                                                     Ray B. Nesbitt
                                                     Director
                                                     HIBERNIA CORPORATION
POWER OF ATTORNEY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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