As filed with the Securities and Exchange Commission on September
19, 1997.

                                   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 (2)
REGISTERED                 PRICE PER   OFFERING
                           SHARE (1)   PRICE (1)
_________________________________________________________________

Class A
Common Stock,
no par value   3,133,153 $16.6875    $52,284,491  $16,339
               shares
_________________________________________________________________

1.   Calculated  pursuant to Rule 457 (c) as permitted  by  Rules
     457(h) of the Securities Act of 1933 (the "Securities Act"),
     based  upon the mean of the high and low sales prices  of  a
     shares of the Company's Common Stock on September 15, 1997.



Incorporation of Previous Registration Statement

      Pursuant  to  General  Instruction  E  of  Form  S-8,  this
Registration Statement is filed solely to register an  additional
3,133,153  shares  of  Hibernia Corporation's  (the  "Company's")
Common Stock under the Long-Term Incentive Plan (the "Plan"). The
provisions  of the Plan as in effect on January 1, 1996  provided
for  an automatic increase in the number of shares subject to the
plan  equal  to  1%  of the total shares of the Company's  Common
Stock  outstanding  as of December 31, 1995.   Pursuant  to  this
provision,  1,201,823 shares are included herein.   In  addition,
the Company  amended the Plan in 1996 to increase this percentage
to 1.5%,  and  1,931,330 shares are included herein  to   reflect
the increase, on January 1, 1997, in the number of shares subject
to  the  plan  of  1.5% of the shares outstanding on December 31,
1996.  ursuant 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, 1996.

      (b)  Quarterly Reports on Form 10-Q for the quarters  ended
March 31 and June 30, 1997.

     (c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 29, 1997, except for the  portions  of
the Proxy Statement that appear under the headings "Report of the
Compensation Committee" and "Performance Graph."

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

      (e) Current Reports on Form 8-K dated July 1, and July  28,
1997.

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

Item 8.   Exhibits.


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

 3.2            Exhibit  3.2 to Amendment No.  1  to  a
          Registration Statement on Form S-4 (No.  333-
          29197)  filed by the Registrant on  July  11,
          1997  (By-Laws of the Registrant, as  amended
          to date)

 5              Opinion  of Patricia C. Meringer,  Esq.
          re: legality of shares

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

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

10.38     Exhibit  10.38  to  the  Registrant's  Annual
          Report on Form 10-K for the fiscal year ended
          December  31, 1994 filed with the  Commission
          (Commission  File  No.  0-7220)   is   hereby
          incorporated    by   reference    (Employment
          Agreement  between  E.R.  "Bo"  Campbell  and
          Hibernia Corporation) [check date on this]

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 the Registrant 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 the Registrant 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  the
          Registrant effective as of July 1996)

13              Exhibit  13 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 (1996 Annual Report
          to security holders of the Registrant)

21              Exhibit  21 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 (Subsidiaries  of
          the Registrant)

23(a)           Consent  of Patricia C. Meringer,  Esq.
          (included with Exhibit 5)

23(b)          Consent of Ernst & Young LLP

24        Powers of Attorney







                           SIGNATURES

                         THE REGISTRANT

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  New Orleans, State of Louisiana, on September  19,
1997.



                                   HIBERNIA CORPORATION




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



      Pursuant to the requirements of the Securities Act of 1933,
the  Registration  Statement has been  signed  by  the  following
persons in the capacities indicated on September 19, 1997.




Signatures                              Title

       *
_____________________________      Chairman of the Board
Robert H. Boh

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

       *
_____________________________      Chief Financial Officer
Marsha M. Gassan

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

       *
_____________________________      Director
J. Herbert Boydstun

       *
_____________________________      Director
J. Terrell Brown

       *
_____________________________      Director
E. R. Campbell

       *
_____________________________      Director
Richard W. Freeman, Jr.

       *
_____________________________      Director
Dick H. Hearin

       *
_____________________________      Director
Robert T. Holleman

       *
_____________________________      Director
Elton R. King

       *
_____________________________      Director
Sidney W. Lassen

       *
_____________________________      Director
Laura A. Leach

       *
_____________________________      Director
James R. Murphy

       *
_____________________________      Director
Donald J. Nalty

       *
_____________________________      Director
William C. O'Malley

       *
_____________________________      Director
Robert T. Ratcliff

       *
_____________________________      Director
H. Duke Shackelford

       *
_____________________________      Director
Janee M. Tucker

       *
_____________________________      Director
Virgnia Eason Weinmann

       *
_____________________________      Director
Robert E. Zetzmann



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

                            THE PLAN

      Pursuant to the requirements of the Securities Act of 1933,
the  members of the 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 September 19, 1997.

                    HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN


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

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



                         EXHIBIT INDEX

Exhibit                                      Sequential Page
                                                  Number


 5(a)     Opinion of Patricia C. Meringer              11

23(a)     Consent of Patricia C. Meringer              11
            included within Exhibit 5(a)

23(b)     Consent of Ernst & Young LLP                 13

24        Powers of Attorney                           14



                           EXHIBIT 5


                       September 19, 1997




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


Ladies and Gentlemen:

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

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

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

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


                              Very truly yours,


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




                         EXHIBIT 23 (b)

                  CONSENT OF ERNST & YOUNG LLP

                Consent of Independent Auditors

                          Exhibit 23(b)
                       Consent of Ernst & Young LLP


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  15,  1997,
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, 1996,  filed  with  the
Securities and Exchange Commission.


                                        /s/ ERNST & YOUNG LLP
                                        Ernst & Young LLP

New Orleans, Louisiana
September 12, 1997




                           EXHIBIT 24

                       POWERS OF ATTORNEY
                                
                        POWER OF ATTORNEY


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

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


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



                        POWER OF ATTORNEY


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

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



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


                        POWER OF ATTORNEY


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

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



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



                        POWER OF ATTORNEY


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

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



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

                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                                
                                
                        POWER OF ATTORNEY


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

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



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

                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                        POWER OF ATTORNEY


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

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



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

                                
                                
                                
                                
                        POWER OF ATTORNEY


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

      IN  WITNESS WHEREOF, the undersigned has hereunto  set  his
hand on this 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/ H. DUKE SHACKELFORD
                              H. Duke Shackelford
                              Director
                              HIBERNIA CORPORATION

                                
                                
                        POWER OF ATTORNEY


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, 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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 77186}]
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As filed with the Securities and Exchange Commission on September
19, 1997.

                                   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 (2)
REGISTERED                 PRICE PER   OFFERING
                           SHARE (1)   PRICE (1)
_________________________________________________________________

Class A
Common Stock,
no par value   3,133,153 $16.6875    $52,284,491  $16,339
               shares
_________________________________________________________________

1.   Calculated  pursuant to Rule 457 (c) as permitted  by  Rules
     457(h) of the Securities Act of 1933 (the "Securities Act"),
     based  upon the mean of the high and low sales prices  of  a
     shares of the Company's Common Stock on September 15, 1997.

Incorporation of Previous Registration Statement

      Pursuant  to  General  Instruction  E  of  Form  S-8,  this
Registration Statement is filed solely to register an  additional
3,133,153  shares  of  Hibernia Corporation's  (the  "Company's")
Common Stock under the Long-Term Incentive Plan (the "Plan"). The
provisions  of the Plan as in effect on January 1, 1996  provided
for  an automatic increase in the number of shares subject to the
plan  equal  to  1%  of the total shares of the Company's  Common
Stock  outstanding  as of December 31, 1995.   Pursuant  to  this
provision,  1,201,823 shares are included herein.   In  addition,
the Company  amended the Plan in 1996 to increase this percentage
to 1.5%,  and  1,931,330 shares are included herein  to   reflect
the increase, on January 1, 1997, in the number of shares subject
to  the  plan  of  1.5% of the shares outstanding on December 31,
1996.  ursuant 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, 1996.

      (b)  Quarterly Reports on Form 10-Q for the quarters  ended
March 31 and June 30, 1997.

     (c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 29, 1997, except for the  portions  of
the Proxy Statement that appear under the headings "Report of the
Compensation Committee" and "Performance Graph."

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

      (e) Current Reports on Form 8-K dated July 1, and July  28,
1997.

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

Item 8.   Exhibits.

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

 3.2            Exhibit  3.2 to Amendment No.  1  to  a
          Registration Statement on Form S-4 (No.  333-
          29197)  filed by the Registrant on  July  11,
          1997  (By-Laws of the Registrant, as  amended
          to date)

 5              Opinion  of Patricia C. Meringer,  Esq.
          re: legality of shares

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

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

10.38     Exhibit  10.38  to  the  Registrant's  Annual
          Report on Form 10-K for the fiscal year ended
          December  31, 1994 filed with the  Commission
          (Commission  File  No.  0-7220)   is   hereby
          incorporated    by   reference    (Employment
          Agreement  between  E.R.  "Bo"  Campbell  and
          Hibernia Corporation) [check date on this]

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 the Registrant 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 the Registrant 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  the
          Registrant effective as of July 1996)

13              Exhibit  13 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 (1996 Annual Report
          to security holders of the Registrant)

21              Exhibit  21 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 (Subsidiaries  of
          the Registrant)

23(a)           Consent  of Patricia C. Meringer,  Esq.
          (included with Exhibit 5)

23(b)          Consent of Ernst & Young LLP

24        Powers of Attorney

                           SIGNATURES

                         THE REGISTRANT

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  New Orleans, State of Louisiana, on September  19,
1997.

                                   HIBERNIA CORPORATION

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

      Pursuant to the requirements of the Securities Act of 1933,
the  Registration  Statement has been  signed  by  the  following
persons in the capacities indicated on September 19, 1997.

Signatures                              Title

       *
_____________________________      Chairman of the Board
Robert H. Boh

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

       *
_____________________________      Chief Financial Officer
Marsha M. Gassan

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

       *
_____________________________      Director
J. Herbert Boydstun

       *
_____________________________      Director
J. Terrell Brown

       *
_____________________________      Director
E. R. Campbell

       *
_____________________________      Director
Richard W. Freeman, Jr.

       *
_____________________________      Director
Dick H. Hearin

       *
_____________________________      Director
Robert T. Holleman

       *
_____________________________      Director
Elton R. King

       *
_____________________________      Director
Sidney W. Lassen

       *
_____________________________      Director
Laura A. Leach

       *
_____________________________      Director
James R. Murphy

       *
_____________________________      Director
Donald J. Nalty

       *
_____________________________      Director
William C. O'Malley

       *
_____________________________      Director
Robert T. Ratcliff

       *
_____________________________      Director
H. Duke Shackelford

       *
_____________________________      Director
Janee M. Tucker

       *
_____________________________      Director
Virgnia Eason Weinmann

       *
_____________________________      Director
Robert E. Zetzmann

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

                            THE PLAN

      Pursuant to the requirements of the Securities Act of 1933,
the  members of the 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 September 19, 1997.

                    HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN

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

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

                         EXHIBIT INDEX

Exhibit                                      Sequential Page
                                                  Number

 5(a)     Opinion of Patricia C. Meringer              11

23(a)     Consent of Patricia C. Meringer              11
            included within Exhibit 5(a)

23(b)     Consent of Ernst & Young LLP                 13

24        Powers of Attorney                           14

                           EXHIBIT 5

                       September 19, 1997

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

Ladies and Gentlemen:

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

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

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

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

                              Very truly yours,

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

                         EXHIBIT 23 (b)

                  CONSENT OF ERNST & YOUNG LLP

                Consent of Independent Auditors

                          Exhibit 23(b)
                       Consent of Ernst & Young LLP

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  15,  1997,
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, 1996,  filed  with  the
Securities and Exchange Commission.

                                        /s/ ERNST & YOUNG LLP
                                        Ernst & Young LLP

New Orleans, Louisiana
September 12, 1997

                           EXHIBIT 24

                       POWERS OF ATTORNEY
                                
                        POWER OF ATTORNEY

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

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

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

                        POWER OF ATTORNEY

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

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

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

                        POWER OF ATTORNEY

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

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

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

                        POWER OF ATTORNEY

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

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

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

                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                                
                                
                        POWER OF ATTORNEY

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

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

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

                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                        POWER OF ATTORNEY

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

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

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

                                
                                
                                
                                
                        POWER OF ATTORNEY

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

      IN  WITNESS WHEREOF, the undersigned has hereunto  set  his
hand on this 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/ H. DUKE SHACKELFORD
                              H. Duke Shackelford
                              Director
                              HIBERNIA CORPORATION

                                
                                
                        POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
director  of  Hibernia Corporation, a Louisiana corporation  (the
"Corporation"), does hereby name, constitute and appoint  Stephen
A.  Hansel, 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