As filed with the Securities and Exchange Commission on April 23, 1997. 
                                            Registration No. 333-        
                                          

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549
                                __________

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________

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

     Louisiana         201 St. Charles Avenue, 29th Floor       72-0701203
  (State or other         New Orleans, Louisiana 70170       (I.R.S. Employer
  jurisdiction of       (Address,including zip code, of    Identification No.)
 incorporation or       registrant's principal executive 
   organization)                     offices)

               First Commerce Corporation 1997 Stock Option Plan
                          (Full title of the plan)
                                 __________

                               Michael A. Flick
                   Executive Vice President, Secretary and
                         Chief Administrative Officer
                          First Commerce Corporation
                      201 St. Charles Avenue, 29th Floor
                         New Orleans, Louisiana 70170
                                (504) 623-1371
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
          
                                  Copy to:
                     
                             Margaret F. Murphy
         Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                      New Orleans, Louisiana 70170-5100

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Proposed maximum    Proposed maximum   
  Title of securities           Amount to be     offering price         aggregate        Amount of
   to be registered             registered(1)       per unit         offering price   registration fee
------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>               <C>                 <C>
Common Stock                   735,915 Shares       $26.25(2)       $19,317,768.75(2)   $5,853.87(2)
($5.00 par value per share)

Common Stock                   180,434 Shares       $27.50(2)        $4,961,935.00(2)   $1,503.62(2)
($5.00 par value per share)

Common Stock                     4,000 Shares       $27.94(2)          $111,760.00(2)      $33.87(2)
($5.00 par value per share)

Common Stock                    92,630 Shares       $32.00(2)        $2,964,160.00(2)     $898.24(2)
($5.00 par value per share)

Common Stock                    87,021 Shares     $41.1875(3)        $3,584,177.44(3)    $1,086.12(3)
($5.00 par value per share)

Total Common Stock           1,100,000 Shares                       $30,939,801.19       $9,375.72

</TABLE>

(1)  Upon a stock split, stock dividend or similar transaction in the future
     and during the effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares registered shall be
     automatically increased to cover the additional  shares  in  accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance with Rule 457(h)(1) under the Securities  Act of
     1933, based on the price at which such options may be exercised.
(3)  Estimated  solely  for  the purpose of calculating the registration fee
     pursuant to Rule 457(c) under  the Securities Act of 1933, based on the
     average of the high and low price  per share of the Common Stock on The
     Nasdaq Stock Market on April 16, 1997.


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents, which have  been  filed  by  First Commerce
Corporation  (the "Company") with the Securities and Exchange  Commission
(the "SEC"), are incorporated herein by reference:

     (1)  The  Company's  Annual  Report  on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");

     (2)  The  Company's Current Report on Form  8-K  dated  January  14,
1997;

     (3)  The Company's Current Report on Form 8-K dated April 11, 1997;

     (4)  All other  reports  filed by the Company pursuant to Section 13
of the Exchange Act since December 31, 1996; and

     (5)  The description of the  Common Stock set forth in Item 1 of the
Company's Applications for Registration  on Form 8-A filed on November 9,
1972 and December 22, 1976, as amended by  a  Form  8  filed  on June 19,
1989, a Form 8-A filed on August 12, 1993, and a Form 8-A/A (No. 2) filed
on May 3, 1996.

     All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the  date of
this  Registration  Statement and prior to the filing of a post-effective
amendment that indicates  that  all  securities offered have been sold or
that deregisters all securities then remaining  unsold  shall,  except to
the  extent  otherwise  provided  by  Regulation  S-K  or  any other rule
promulgated by the SEC, be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of  filing  of
such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section  83  of  the  Louisiana Business Corporation Law provides in
part that a corporation may  indemnify any director, officer, employee or
agent of the corporation against  expenses  (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually  and  reasonably
incurred  by  him  in  connection with any action, suit or proceeding  to
which he is or was a party or is threatened to be made a party (including
any action by or in the  right  of the corporation) if such action arises
out of the fact that he is or was  a director, officer, employee or agent
of  the  corporation  and he acted in good  faith  and  in  a  manner  he
reasonably believed to  be  in,  or not opposed to, the best interests of
the corporation, and, with respect  to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

     The indemnification provisions of the Louisiana Business Corporation
Law are not exclusive; however, no corporation  may  indemnify any person
for willful or intentional misconduct.  A corporation  has  the  power to
obtain  and maintain insurance, or to create a form of self-insurance  on
behalf of any person who is or was acting for the corporation, regardless
of whether  the  corporation  has  the  legal  authority to indemnify the
insured person against such liability.

     Section 11 of the By-Laws of the Company (the  "Indemnification  By-
Law")  provides  for mandatory indemnification for directors and officers
or former directors  and  officers  of  the  Company  to  the full extent
permitted by Louisiana law.  The right to indemnification provided by the
Indemnification By-Law applies to all covered claims, whether such claims
arose  before  or  after  the  date  that the Indemnification By-Law  was
adopted.

     As  permitted  by  its Articles of Incorporation,  the  Company  has
entered  into  contracts with  certain  of  its  directors  and  officers
providing for indemnification  to  the  fullest  extent  permitted by law
("Indemnification Contracts").  The rights of the directors  and officers
under  the  Indemnification Contracts substantially mirror those  granted
under the Indemnification By-Law.

     The Company  maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.

     The Indemnification  Contracts provide that, to the extent insurance
is reasonably available, the  Company  will maintain comparable insurance
coverage for each contracting party as long  as  he  or  she serves as an
officer or director and thereafter for so long as he or she is subject to
possible  personal  liability for actions taken in such capacities.   The
Indemnification Contracts  also  provide  that  if  the  Company does not
maintain  comparable  insurance,  it  will hold harmless and indemnify  a
contracting party to the full extent of the coverage that would otherwise
have been provided for his benefit.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     5    Opinion  of  Jones,  Walker,  Waechter,   Poitevent,  Carrere &
          Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent  of  Jones,  Walker,  Waechter,  Poitevent,   Carrere &
          Denegre, L.L.P. (included in Exhibit 5).

     24   Powers   of   Attorney  pursuant  to  which  this  Registration
          Statement has been  signed  on  behalf  of certain officers and
          directors of the Company.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which  offers  or  sales are
being made, a post-effective amendment to this registration statement  to
include any material information with respect to the plan of distribution
not  previously  disclosed  in the registration statement or any material
change to such information in the registration statement.

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

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

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

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


                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933,  the  Registrant certifies that it has reasonable grounds  to  believe
that it meets  all  of  the requirements for filing on Form S-8 and has duly
caused this Registration  Statement  to  be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on April 23, 1997.

                                          FIRST COMMERCE CORPORATION



                                          By:   /s/ Michael A. Flick
                                             -------------------------------
                                                     Michael A. Flick
                                                 Executive Vice President,
                                                    Secretary and Chief 
                                                   Administrative Officer


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

      Signature                        Title                      Date


          *                  Director, President and Chief    April 23, 1997
------------------------     Executive Officer (Principal       
      Ian Arnof                   Executive Officer)


          *                  Director and Chairman of the     April 23, 1997
------------------------                Board     
   Hermann Moyse, Jr.


 /s/ Michael A. Flick          Executive Vice President,      April 23, 1997
------------------------          Secretary and Chief 
   Michael A. Flick              Administrative Officer 
                             (Principal Financial Officer)

          *                     Executive Vice President,     April 23, 1997
------------------------        Controller and Principal
Thomas L. Callicutt, Jr.           Accounting Officer


          *                            Director               April 23, 1997
------------------------    
  James J. Bailey III


          *                            Director               April 23, 1997
------------------------       
    John W. Barton


          *                            Director               April 23, 1997
------------------------   
 Sydney J. Besthoff III


          *                            Director               April 23, 1997
------------------------      
   Robert H. Bolton


          *                            Director               April 23, 1997
------------------------     
   Robert C. Cudd III


          *                            Director               April 23, 1997
------------------------      
   Frances B. Davis


          *                            Director               April 23, 1997
------------------------    
  Laurance Eustis, Jr.


          *                            Director               April 23, 1997
------------------------     
   William P. Fuller


          *                            Director               April 23, 1997
------------------------     
   Arthur Hollins III


          *                            Director               April 23, 1997
------------------------     
   F. Ben James, Jr.


          *                            Director               April 23, 1997
------------------------      
    Erik F. Johnsen


          *                            Director               April 23, 1997
------------------------ 
Joseph Merrick Jones, Jr.


                                       Director
------------------------                
    Edwin Lupberger


          *                            Director               April 23, 1997
------------------------    
  Mary Chavanne Martin


          *                            Director               April 23, 1997
------------------------   
  Hugh G. McDonald, Jr.


          *                            Director               April 23, 1997
------------------------       
     Saul A. Mintz


          *                            Director               April 23, 1997
------------------------   
  O. Miles Pollard, Jr.


          *                            Director               April 23, 1997
------------------------    
  G. Frank Purvis, Jr.


          *                            Director               April 23, 1997
------------------------      
    Thomas H. Scott


                                       Director
------------------------
   Edward M. Simmons


          *                            Director               April 23, 1997
------------------------    
  H. Leighton Steward


          *                            Director               April 23, 1997
------------------------      
    Robert A. Weigle



*By:  /s/ Michael A. Flick
    -------------------------
         Michael A. Flick
         Attorney-in-Fact



                          EXHIBIT INDEX


                                                                Sequentially
Exhibit                                                           Numbered
Number                Description  of Exhibits                      Page
------                ------------------------                      ----

5         Opinion   of  Jones,  Walker,  Waechter,   Poitevent,
          Carrere & Denegre, L.L.P.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent  of   Jones,   Walker,  Waechter,  Poitevent,
          Carrere & Denegre, L.L.P. (included in Exhibit 5).

24        Powers   of   Attorney   pursuant   to   which   this
          Registration Statement has  been  signed on behalf of
          certain officers and directors of the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18184}]
{"company-data": {"conformed-name": "FIRST COMMERCE CORP /LA/", "cik": "0000036204", "assigned-sic": "6021", "irs-number": "720701203", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25711", "film-number": "97586093"}, "business-address": {"street1": "210 BARONNE ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045611371"}, "mail-address": {"street1": "210 BARONNE ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112"}}
As filed with the Securities and Exchange Commission on April 23, 1997. 
                                            Registration No. 333-        
                                          

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549
                                __________

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________

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

     Louisiana         201 St. Charles Avenue, 29th Floor       72-0701203
  (State or other         New Orleans, Louisiana 70170       (I.R.S. Employer
  jurisdiction of       (Address,including zip code, of    Identification No.)
 incorporation or       registrant's principal executive 
   organization)                     offices)

               First Commerce Corporation 1997 Stock Option Plan
                          (Full title of the plan)
                                 __________

                               Michael A. Flick
                   Executive Vice President, Secretary and
                         Chief Administrative Officer
                          First Commerce Corporation
                      201 St. Charles Avenue, 29th Floor
                         New Orleans, Louisiana 70170
                                (504) 623-1371
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
          
                                  Copy to:
                     
                             Margaret F. Murphy
         Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                      New Orleans, Louisiana 70170-5100

                       CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum   
  Title of securities           Amount to be     offering price         aggregate        Amount of
   to be registered             registered(1)       per unit         offering price   registration fee
------------------------------------------------------------------------------------------------------
Common Stock                   735,915 Shares       $26.25(2)       $19,317,768.75(2)   $5,853.87(2)
($5.00 par value per share)

Common Stock                   180,434 Shares       $27.50(2)        $4,961,935.00(2)   $1,503.62(2)
($5.00 par value per share)

Common Stock                     4,000 Shares       $27.94(2)          $111,760.00(2)      $33.87(2)
($5.00 par value per share)

Common Stock                    92,630 Shares       $32.00(2)        $2,964,160.00(2)     $898.24(2)
($5.00 par value per share)

Common Stock                    87,021 Shares     $41.1875(3)        $3,584,177.44(3)    $1,086.12(3)
($5.00 par value per share)

Total Common Stock           1,100,000 Shares                       $30,939,801.19       $9,375.72
(1)  Upon a stock split, stock dividend or similar transaction in the future
     and during the effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares registered shall be
     automatically increased to cover the additional  shares  in  accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance with Rule 457(h)(1) under the Securities  Act of
     1933, based on the price at which such options may be exercised.
(3)  Estimated  solely  for  the purpose of calculating the registration fee
     pursuant to Rule 457(c) under  the Securities Act of 1933, based on the
     average of the high and low price  per share of the Common Stock on The
     Nasdaq Stock Market on April 16, 1997.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have  been  filed  by  First Commerce
Corporation  (the "Company") with the Securities and Exchange  Commission
(the "SEC"), are incorporated herein by reference:

     (1)  The  Company's  Annual  Report  on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");

     (2)  The  Company's Current Report on Form  8-K  dated  January  14,
1997;

     (3)  The Company's Current Report on Form 8-K dated April 11, 1997;

     (4)  All other  reports  filed by the Company pursuant to Section 13
of the Exchange Act since December 31, 1996; and

     (5)  The description of the  Common Stock set forth in Item 1 of the
Company's Applications for Registration  on Form 8-A filed on November 9,
1972 and December 22, 1976, as amended by  a  Form  8  filed  on June 19,
1989, a Form 8-A filed on August 12, 1993, and a Form 8-A/A (No. 2) filed
on May 3, 1996.

     All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the  date of
this  Registration  Statement and prior to the filing of a post-effective
amendment that indicates  that  all  securities offered have been sold or
that deregisters all securities then remaining  unsold  shall,  except to
the  extent  otherwise  provided  by  Regulation  S-K  or  any other rule
promulgated by the SEC, be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of  filing  of
such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section  83  of  the  Louisiana Business Corporation Law provides in
part that a corporation may  indemnify any director, officer, employee or
agent of the corporation against  expenses  (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually  and  reasonably
incurred  by  him  in  connection with any action, suit or proceeding  to
which he is or was a party or is threatened to be made a party (including
any action by or in the  right  of the corporation) if such action arises
out of the fact that he is or was  a director, officer, employee or agent
of  the  corporation  and he acted in good  faith  and  in  a  manner  he
reasonably believed to  be  in,  or not opposed to, the best interests of
the corporation, and, with respect  to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

     The indemnification provisions of the Louisiana Business Corporation
Law are not exclusive; however, no corporation  may  indemnify any person
for willful or intentional misconduct.  A corporation  has  the  power to
obtain  and maintain insurance, or to create a form of self-insurance  on
behalf of any person who is or was acting for the corporation, regardless
of whether  the  corporation  has  the  legal  authority to indemnify the
insured person against such liability.

     Section 11 of the By-Laws of the Company (the  "Indemnification  By-
Law")  provides  for mandatory indemnification for directors and officers
or former directors  and  officers  of  the  Company  to  the full extent
permitted by Louisiana law.  The right to indemnification provided by the
Indemnification By-Law applies to all covered claims, whether such claims
arose  before  or  after  the  date  that the Indemnification By-Law  was
adopted.

     As  permitted  by  its Articles of Incorporation,  the  Company  has
entered  into  contracts with  certain  of  its  directors  and  officers
providing for indemnification  to  the  fullest  extent  permitted by law
("Indemnification Contracts").  The rights of the directors  and officers
under  the  Indemnification Contracts substantially mirror those  granted
under the Indemnification By-Law.

     The Company  maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.

     The Indemnification  Contracts provide that, to the extent insurance
is reasonably available, the  Company  will maintain comparable insurance
coverage for each contracting party as long  as  he  or  she serves as an
officer or director and thereafter for so long as he or she is subject to
possible  personal  liability for actions taken in such capacities.   The
Indemnification Contracts  also  provide  that  if  the  Company does not
maintain  comparable  insurance,  it  will hold harmless and indemnify  a
contracting party to the full extent of the coverage that would otherwise
have been provided for his benefit.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     5    Opinion  of  Jones,  Walker,  Waechter,   Poitevent,  Carrere &
          Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent  of  Jones,  Walker,  Waechter,  Poitevent,   Carrere &
          Denegre, L.L.P. (included in Exhibit 5).

     24   Powers   of   Attorney  pursuant  to  which  this  Registration
          Statement has been  signed  on  behalf  of certain officers and
          directors of the Company.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which  offers  or  sales are
being made, a post-effective amendment to this registration statement  to
include any material information with respect to the plan of distribution
not  previously  disclosed  in the registration statement or any material
change to such information in the registration statement.

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

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

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

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

                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933,  the  Registrant certifies that it has reasonable grounds  to  believe
that it meets  all  of  the requirements for filing on Form S-8 and has duly
caused this Registration  Statement  to  be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on April 23, 1997.

                                          FIRST COMMERCE CORPORATION

                                          By:   /s/ Michael A. Flick
                                             -------------------------------
                                                     Michael A. Flick
                                                 Executive Vice President,
                                                    Secretary and Chief 
                                                   Administrative Officer

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

      Signature                        Title                      Date

          *                  Director, President and Chief    April 23, 1997
------------------------     Executive Officer (Principal       
      Ian Arnof                   Executive Officer)

          *                  Director and Chairman of the     April 23, 1997
------------------------                Board     
   Hermann Moyse, Jr.

 /s/ Michael A. Flick          Executive Vice President,      April 23, 1997
------------------------          Secretary and Chief 
   Michael A. Flick              Administrative Officer 
                             (Principal Financial Officer)

          *                     Executive Vice President,     April 23, 1997
------------------------        Controller and Principal
Thomas L. Callicutt, Jr.           Accounting Officer

          *                            Director               April 23, 1997
------------------------    
  James J. Bailey III

          *                            Director               April 23, 1997
------------------------       
    John W. Barton

          *                            Director               April 23, 1997
------------------------   
 Sydney J. Besthoff III

          *                            Director               April 23, 1997
------------------------      
   Robert H. Bolton

          *                            Director               April 23, 1997
------------------------     
   Robert C. Cudd III

          *                            Director               April 23, 1997
------------------------      
   Frances B. Davis

          *                            Director               April 23, 1997
------------------------    
  Laurance Eustis, Jr.

          *                            Director               April 23, 1997
------------------------     
   William P. Fuller

          *                            Director               April 23, 1997
------------------------     
   Arthur Hollins III

          *                            Director               April 23, 1997
------------------------     
   F. Ben James, Jr.

          *                            Director               April 23, 1997
------------------------      
    Erik F. Johnsen

          *                            Director               April 23, 1997
------------------------ 
Joseph Merrick Jones, Jr.

                                       Director
------------------------                
    Edwin Lupberger

          *                            Director               April 23, 1997
------------------------    
  Mary Chavanne Martin

          *                            Director               April 23, 1997
------------------------   
  Hugh G. McDonald, Jr.

          *                            Director               April 23, 1997
------------------------       
     Saul A. Mintz

          *                            Director               April 23, 1997
------------------------   
  O. Miles Pollard, Jr.

          *                            Director               April 23, 1997
------------------------    
  G. Frank Purvis, Jr.

          *                            Director               April 23, 1997
------------------------      
    Thomas H. Scott

                                       Director
------------------------
   Edward M. Simmons

          *                            Director               April 23, 1997
------------------------    
  H. Leighton Steward

          *                            Director               April 23, 1997
------------------------      
    Robert A. Weigle

*By:  /s/ Michael A. Flick
    -------------------------
         Michael A. Flick
         Attorney-in-Fact

                          EXHIBIT INDEX

                                                                Sequentially
Exhibit                                                           Numbered
Number                Description  of Exhibits                      Page
------                ------------------------                      ----

5         Opinion   of  Jones,  Walker,  Waechter,   Poitevent,
          Carrere & Denegre, L.L.P.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent  of   Jones,   Walker,  Waechter,  Poitevent,
          Carrere & Denegre, L.L.P. (included in Exhibit 5).

24        Powers   of   Attorney   pursuant   to   which   this
          Registration Statement has  been  signed on behalf of
          certain officers and directors of the Company.