ITEM 1.	BUSINESS
General
First Commerce Bancshares, Inc. is a bank holding company having its principal place of business in the NBC Center, 1248 O Street, Lincoln, Nebraska 68508. First Commerce was incorporated under the laws of the State of Nebraska on May 2, 1985. First Commerce owns the following number of shares (excluding directors' qualifying shares held by Directors of the Banks, as to which shares First Commerce is required to repurchase upon the resignation of the individual director in accordance with a repurchase agreement) and percentage of outstanding shares of the following banks:
						No. of Shares	Percent
National Bank of Commerce Trust & Savings Association, Lincoln, Nebraska	 499,300 	99.86% First National Bank & Trust Co. of Kearney, Nebraska				 19,772.5 	98.86% Overland National Bank of Grand Island, Nebraska			 	88,180 	97.98% Western Nebraska National Bank, North Platte, Nebraska				 30,746 	99.37% City National Bank and Trust Co., Hastings, Nebraska				 9,920	 	99.20% First National Bank of West Point, Nebraska						 4,800 		96.00% The First National Bank of McCook, Nebraska						 6,000	 	100.00%
As of December 31, 1997, First Commerce reported consolidated total assets of $2,251,100,000, total deposits of $1,649,494,000 and total stockholders' equity of $232,580,000.
As of December 31, 1997 First Commerce and its subsidiaries had a staff of approximately 1,108 employees on a full-time equivalent basis. First Commerce considers its employee relations to be good. The National Bank of Commerce Trust and Savings Association offers trust services to each of the communities in which First Commerce subsidiary banks are located under the trade name of First Commerce Trust Services.
National Bank of Commerce Trust & Savings Association (the "Lincoln Bank")
The Lincoln Bank traces its origin through mergers and acquisitions to 1902, and has been engaged in the banking business continuously since that date. The Lincoln Bank conducts a general commercial banking business from its offices in the NBC Center in Lincoln, Nebraska. The Lincoln Bank's business includes the usual banking functions of accepting demand and time deposits, and the extension of personal, agricultural, commercial, installment and mortgage loans. In addition, the Bank operates a Trust Department, which provides both personal trust and corporate financing services; a Correspondent Bank Department, which serves approximately 300 banks in the surrounding area; and a MasterCard/VISA Credit Card Department. To accommodate its customers, the Lincoln Bank operates seven detached facilities and 53 automated "Bank In The Box" teller machines located throughout the Lincoln area.
The Lincoln Bank has five active non-banking subsidiaries. The Lincoln Bank owns all of the issued and outstanding stock of (1) First Commerce Technologies, Inc., which provides data processing services to the Lincoln Bank, to the other subsidiary banks, and to approximately 255 other banks; (2) Peterson Building Corporation, which owns and operates the Rampark Parking Garage located adjacent to the NBC Center; (3) Commerce Court, Inc., which owns the Commerce Court building located adjacent to the NBC Center; (4) First Commerce Mortgage Company, a company engaged in the purchasing of residential loans to be packaged for resale as mortgage-backed securities, while retaining the servicing rights of the underlying mortgages; and (5) Cabela's LLC (80% ownership of voting stock; 50% total ownership), a company formed in 1995 with Cabela's, a catalog sales company, for the purpose of issuing a "co-branded" credit card. This joint venture had 72,000 active accounts as of December 31, 1997.
Lincoln is the capital city of the State of Nebraska, and the second largest city in the state. The population of Lincoln according to the 1990 census was 192,600. The Lincoln Bank is one of five commercial banks located in the central business district of the city. Being the capital city of the State of Nebraska, Lincoln is the site of most state agencies, and Lincoln is also the site of the University of Nebraska-Lincoln, Nebraska Wesleyan University, and Union College. The largest single employment category in Lincoln is governmental service.
First National Bank & Trust Co. of Kearney (the "Kearney Bank")
The Kearney Bank traces its origin through mergers and acquisitions to 1917, and has engaged in the banking business continuously since that date. The Kearney Bank conducts a general commercial banking business from its offices in Kearney, Nebraska. The Kearney Bank's business includes the usual banking functions of accepting demand and time deposits, the extension of personal, agricultural, commercial, installment and mortgage loans.
The Kearney Bank is located on the northeast corner of First Avenue and 21st Street in the southern part of the central business district of Kearney. The main banking premises was constructed in 1976. The Kearney Bank presently operates three detached facilities and 13 automated "Bank In The Box" teller machines located throughout the Kearney area.
Overland National Bank of Grand Island (the "Grand Island Bank")
The Grand Island Bank was granted a national charter in 1934, and has been engaged in the banking business continuously since that date. The Grand Island Bank conducts a general commercial banking business from its offices in Grand Island, Nebraska, including the usual banking functions of accepting demand and time deposits, and the extension of personal, installment, agricultural, commercial and mortgage loans.
The Grand Island Bank is located on the northwest corner of Third and Wheeler Streets in the center of the downtown business district of Grand Island. The building housing the main banking offices was constructed in 1959. Additionally, the Grand Island Bank owns and operates two detached drive-up facilities. The Bank owns all facilities. The Grand Island Bank operates 11 automated "Bank In The Box" teller machines located in Grand Island.
The Grand Island Bank has a loan/deposit production office in Wood River, Nebraska and in Cairo, Nebraska. An ATM machine is located at each of these locations.
Western Nebraska National Bank (the "North Platte Bank")
The North Platte Bank opened for business on September 17, 1963, and since that time has conducted a general commercial banking business from its banking office in North Platte, Nebraska. The North Platte Bank's business includes the usual banking functions of accepting demand and time deposits and the extension of personal, agricultural, commercial, installment and mortgage loans.
The North Platte Bank is located at the corner of Third and Dewey Streets in the downtown business district of North Platte. The North Platte Bank owns the land and building composing the banking premises. The North Platte Bank owns and operates three detached facilities in North Platte.
On March 31, 1995, the Company acquired Western Banshares, Inc. with offices in Alliance and Bridgeport, Nebraska. The two offices were merged into North Platte National Bank. The name of the bank was changed to Western Nebraska National Bank. The two offices in Alliance and Bridgeport now operate as branches of the Western Nebraska National Bank.
The North Platte Bank has loan/deposit production offices in Hyannis, Mullen, and Valentine, Nebraska. The Valentine and Mullen offices will be acquired by the proposed Valentine Bank in the event that regulatory approval is obtained. See Western Nebraska National Bank - In Organization (the "Valentine Bank").
The North Platte Bank has nine automated "Bank In The Box" teller machines in North Platte, one each in Alliance, Bridgeport, Thedford, Hyannis, Mullen, and Valentine, Nebraska.
A new main bank facility opened in downtown North Platte in April 1997. Total cost of this new facility was approximately $5.8 million.
City National Bank and Trust Co. (the "Hastings Bank")
The Hastings Bank opened for business in January of 1934, and has been engaged in the banking business continuously since that date. The Hastings Bank conducts a general commercial banking business from its offices in Hastings, Nebraska, including the usual banking functions of accepting demand and time deposits and the extension of personal, installment, agricultural, commercial, and mortgage loans.
The Hastings Bank is located on the northwest corner of Third and Lincoln Streets in the northwest part of the downtown business district of Hastings. The building housing the main banking offices is owned by the Hastings Bank and was constructed in 1969. The Hastings Bank also owns and operates one detached banking facility which is located near the city's only retail shopping center approximately three miles to the north, and 11 automated "Bank In The Box" teller machines.
First National Bank of West Point (the "West Point Bank")
The West Point Bank was chartered in 1885, and has been engaged in the banking business continuously since that date. The West Point Bank conducts a general commercial banking business from its office at 142 South Main Street, West Point, Nebraska, including the usual banking functions of accepting demand and time deposits, and the extension of personal, installment, agricultural, commercial, and mortgage loans. The West Point Bank has one loan/deposit production office in Snyder, Nebraska.
The West Point Bank operates one automated "Bank In The Box" teller machine in West Point and one in Snyder, Nebraska.
The West Point Bank is located in the central business district of West Point. The building which houses the main offices was constructed in 1964 and was added onto in 1993. The building is owned by the West Point Bank.
The First National Bank of McCook (the "McCook Bank")
The McCook Bank was chartered in 1885, and has been engaged in the banking business continuously since that date. The McCook Bank conducts a general commercial banking business from its office at 108 West D Street, McCook, Nebraska, including the usual banking functions of accepting demand and time deposits, and the extension of personal, installment, agricultural, commercial, and mortgage loans. The McCook Bank has no detached drive-up facility, but operates three automated "Bank In The Box" teller machines in McCook; and one each in Culbertson, Nebraska; Burlington, Colorado; and Goodland, Kansas.
The McCook Bank is located in the downtown business district of McCook. The building which houses the Bank's offices was constructed in 1975, and is owned by the McCook Bank.
The McCook Bank opened a loan production office in Goodland, Kansas in 1997, and opened a loan production office in Burlington, Colorado in January 1998.
Western Nebraska National Bank - In Organization (the "Valentine Bank")
On March 4, 1998, First Commerce caused to be filed an application to charter a new national bank in Valentine, Nebraska. It is proposed that the Valentine Bank acquire the assets and assume the deposits of the North Platte Bank's loan/deposit production offices in Valentine and Mullen, Nebraska. The charter and the deposit assumption are subject to approval of the Comptroller of the Currency. In addition, the Federal Deposit Insurance Corporation must approve the new bank for deposit insurance and the Federal Reserve Board must approve the acquisition of the stock of the Valentine Bank by First Commerce. First Commerce expects to receive all of these approvals, although there can be no assurance that these approvals will be obtained.
Non Bank Subsidiaries
First Commerce is the owner of the NBC Center. Construction of the eleven-story building was completed in March of 1976. The Lincoln Bank leases the lower level and five floors of the building. The remaining area of the building is leased to the public.
First Commerce owns 6,000 shares, or 100%, of the issued shares of Commerce Affiliated Life Insurance Company, a company engaged in underwriting, as reinsurer, credit insurance sold in connection with the extensions of credit by bank subsidiaries.
First Commerce owns all the stock of First Commerce Investors, Inc. First Commerce Investors, Inc. was incorporated in 1987 to provide investment advisory services in connection with the management and investment of assets held by the Company's subsidiary banks in a fiduciary capacity and to provide other investment advisory services.
As of October 1997, First Commerce converted the Lincoln Bank's common trust funds into mutual funds. The funds are advised by First Commerce Investors. Four funds were created, all under the name of the Great Plains Family of Funds. There are two equity funds and two bond funds, with an international fund to be created later in 1998. At December 31, 1997, assets in these funds totaled $412 million.
First Commerce owns 50% of the stock of Community Mortgage Co. Woods Brothers Realty, Inc. (a real estate agency) owns the other 50%. Community Mortgage Co. originates and sells residential real estate loans.
Competition
First Commerce faces intense competition from other commercial banks in all activities. In addition, other financial institutions compete throughout Nebraska and the Midwest for most of the services First Commerce provides, particularly as a result of recent legislation and technological developments. Thrift institutions, as well as finance companies, leasing companies, insurance companies, mortgage bankers, investment banking firms, pension trusts and others provide competition for certain banking and financial services. First Commerce's subsidiary banks also compete for interest-bearing funds with money market mutual funds and issuers of commercial paper and other securities.
The Nebraska Bank Holding Company Act permits bank holding companies to own and operate more than one subsidiary bank. Under the law, an acquisition by a bank holding company of additional subsidiary banks is permitted so long as after consummation of the acquisition, the subsidiary banks of such bank holding company do not exceed nine in number (subject to certain statutory exceptions) and do not have deposits greater than 14% of total deposits of all banks, thrift institutions and savings and loan associations in the State of Nebraska as determined by the Nebraska Director of Banking and Finance as of the most recent calendar year end. At December 31, 1997, First Commerce had total deposits of approximately $1,649,494,000 which is below the limitation.
The Nebraska Banking Act permits statewide branching, but only if the branch bank is established through the acquisition of or merger with another bank which has been chartered for more than eighteen months, and if the acquired bank is converted to a branch bank. Branches may be established de novo but only if located within the city or town in which the Bank's main office is located (except in Sarpy and Douglas Counties). Effective March 27, 1992, banks located in Sarpy and Douglas Counties, Nebraska, may establish an unlimited number of branches in and between both counties; banks in Lancaster County (which includes NBC) may establish up to nine branches within the city limits of the community in which the main office is located; and banks in all other counties may establish up to six branches within the city limits of their respective community.
Out-of-state bank holding companies located anywhere in the United States may acquire Nebraska banks or Nebraska bank holding companies. (See "Federal Legislation" below.)
In 1996, First Bank Systems, a Minnesota based banking organization, completed the purchase of FirsTier Financial, Inc., one of First Commerce's major competitors in the Lincoln and Nebraska markets. In 1997, US Bancorp merged with First Bank Systems.
Federal Legislation
The federal Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 increased the ability of bank holding companies, including First Commerce, to make interstate acquisitions and to operate subsidiary banks. Commencing September 29, 1995, adequately capitalized and adequately managed bank holding companies were permitted to make acquisitions of banks located anywhere in the United States without regard to the provisions of any state laws that may presently prohibit such acquisitions. Interstate acquisitions are not permitted, however, if the potential acquirer would control more than 10 percent of the insured deposits in the United States or more than 30 percent of insured deposits in the home state of the bank to be acquired or in any state in which such bank has a branch. States may enact statutes increasing the 30% limit and may also lower such limit if they do so on a non-discriminatory basis. Nebraska's limit of 14% applies to both in-state and out-of-state holding companies. States will also be permitted to prohibit acquisitions of banks that have been established for fewer than five years. The Nebraska legislature has enacted such a five-year requirement. The Board of Governors of the Federal Reserve System is required to consider the applicant's record under the federal Community Reinvestment Act in determining whether to approve an interstate banking acquisition.
Effective June 1, 1997, the above statute also permitted interstate branch banking in all states by adequately capitalized and adequately managed banks. However, a state could enact specific legislation before June 1, 1997, prohibiting interstate branch banking in that state, in which event banks headquartered in the state will not be permitted to branch into other states. The Nebraska legislature has not enacted any such "opt-out" legislation. However, Nebraska has prohibited de novo interstate branching and has prohibited the acquisition of a branch, as opposed to a whole bank, by an out-of- state bank. Applications for interstate branching authority will be subjected to regulatory scrutiny of compliance with both federal and state community reinvestment statutes with respect to all of the banks involved in the proposed transaction.
The effect of this may be to permit the further consolidation of the Nebraska banking community and the acquisition of Nebraska banks and bank holding companies by larger regional bank systems or major money center banks. This may result in increased competition for deposits and profitable loans. Further, the regional bank systems and major money center banks may be able to offer a broader variety of services than those presently offered by Nebraska banks.
Supervision and Regulation; Effect of Government Policies
Banking is a highly regulated industry, with numerous federal and state laws and regulations governing the organization and operation of banks and their affiliates. As a bank holding company, First Commerce is subject to regulation under the Bank Holding Company Act of 1956, which requires First Commerce to register with the Federal Reserve Board and subjects First Commerce to the Board's examination and reporting requirements. The Act requires prior approval of the Federal Reserve Board for bank acquisitions (which includes the acquisition of substantially all of the assets of any bank, or ownership or control of any voting shares of any bank, if, after such acquisition, a bank holding company would own, directly or indirectly, more than five percent of the voting shares of such bank). The Act limits the ability of First Commerce to engage in, or to acquire direct or indirect control of the voting shares of any company engaged in any non-banking activity. One of the principal exceptions to this limitation is for activities found by the Federal Reserve Board, by order or regulation, to be so closely related to banking or managing or controlling banks as to be a proper incident thereto (such as making or servicing loans, performing certain data processing services, providing certain trust, fiduciary and investment services, and engaging in certain leasing transactions).
First Commerce is also registered as a bank holding company under the Nebraska Bank Holding Company Act.
Federal law also regulates transactions among First Commerce and its subsidiaries, including the amount of a banking affiliate's loans to, or investments in, an affiliate and the amount of advances to third parties collateralized by securities of an affiliate. In addition, various requirements and restrictions under federal law regulate the operations of First Commerce and its subsidiaries. These laws, among other things, require the maintenance of reserves against deposits, impose certain restrictions on the nature and terms of loans, restrict investments and other activities, regulate mergers, the establishment of branches and related operations, and subject the Subsidiary Banks to regulation and examination by the FDIC and the Comptroller of the Currency. Banks organized under federal law are limited in the amount of dividends which they may declare--depending upon the amount of their capital, surplus, income and retained earnings--and, in certain instances, such national banks must obtain regulatory approval before declaring any dividends. In addition, under the Bank Holding Company Act of 1956 and the Federal Reserve Board's regulations, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or furnishing of services.
The banking industry also is affected by the monetary and fiscal policies of regulatory authorities, including the Federal Reserve Board. Through open market securities transactions, variations of the discount rate, and the establishment of reserve requirements, the Federal Reserve Board exerts considerable influence over the cost and availability of funds obtained for lending and investing, and the rates of interest paid by banks on their time and savings deposits.
The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of bank holding companies and their subsidiary banks in the past and are expected to continue to do so in the future. In view of changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities, including the Federal Reserve Board, no prediction can be made as to possible future changes in interest rates, deposit levels, or loan demand or as to the impact of such changes on the business and earnings of any bank or bank holding company.
The Company's seven subsidiary banks are all chartered as national banks and, therefore, fall under the supervision and regulation of both the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation Act of 1991 (FDICIA) includes a variety of supervisory measures. FDICIA prescribed a system of prompt regulatory action when any financial institution falls below minimum capital standards. FDICIA also requires regulatory agencies to prescribe standards related to internal operations and management, including "internal controls information and audit systems," "loan documentation," "credit underwriting," "interest rate exposure," "asset growth," and such other operational and management standards as the agencies deem appropriate. FDICIA also requires that regulatory agencies prescribe compensation standards for executive officers, employees, directors, and principal shareholders of insured depository institutions. FDICIA authorizes regulatory agencies to treat as an "unsafe and unsound practice" any failure by an institution to correct a deficiency that leads to a "less-than-satisfactory" examination rating for asset quality, management, earnings, or liquidity. This permits the agencies to bring an enforcement action against the institution and impose sanctions.
Federal Reserve Board's Regulation O governs loans to directors, officers and principal shareholders of member banks and their related interests. FDICIA imposed a cap on total extensions of credit to insiders equal to 100% of the institution's capital, although the Federal Reserve has recently increased the cap to 200% of capital for adequately capitalized banks with less than $100 million in deposits.
Incorporated in FDICIA was the Truth-in-Savings Act which applies to depository accounts offered by depository institutions. This act imposes requirements concerning disclosure of terms, conditions, fees, and yields to advertisements and general solicitations, to periodic account statements, and to certain dealings between customers or potential customers and a depository institution. The Act aims to achieve standardization of the method of calculating an "annual percentage yield" and provides for civil liability and administrative enforcement mechanisms.
From time to time, various proposals are made in the United States Congress and the Nebraska Legislature, and before various bank regulatory authorities which would, among other things, alter the powers of, and restrictions on: different types of banking organizations; expand the authority of regulators over certain activities of bank holding companies; require the application of more stringent standards with respect to the acquisition of banks; expand the powers of bank holding companies with respect to interstate acquisitions; affect the non-banking and securities activities permitted to banks or bank holding companies; or restructure part or all of the existing regulatory framework for banks, bank holding companies and other financial institutions. It is impossible to predict whether new legislation or regulations will be adopted and the impact, if any, on the business of First Commerce.
Dividends
Under applicable federal statutes, the approval of the Comptroller is required if the total of all dividends declared by a national bank in a calendar year exceeds the aggregate of the Bank's "net profits," as defined, for that year and its retained net profits for the two preceding years. Under this formula, First Commerce's subsidiary banks could declare aggregate dividends as of December 31, 1997, without the further approval of the Comptroller, of approximately $20,672,000.
Under Federal Reserve Board policy, First Commerce is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support such banks in circumstances where it might not do so absent such policy.
The FDIC and the Comptroller have authority under federal law to take certain enforcement actions against a national bank found to be engaged in conduct which, in their opinion, constitutes an unsafe or unsound banking practice. Depending upon the financial condition of the bank in question, and other factors, the payment of dividends or other payments might under some circumstances be considered by the FDIC and/or the Comptroller to be an unsafe or unsound banking practice. In such case, the Comptroller could, among other things, commence cease and desist proceedings and the FDIC could commence a proceeding to terminate deposit insurance.
Capital Requirements
The Company and its subsidiaries are subject to various regulatory requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. The regulations require that the Company and its banking subsidiaries meet specific capital adequacy guidelines that involve quantitative measures of the Company's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory practices. The Company's and its banking subsidiaries' capital classifications are subject to qualitative judgments by the regulators about components, risks weightings, and other factors. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") provides for, among other things, greater authority for the appointment of a conservator or receiver for undercapitalized institutions. The prompt corrective action regulations of the statute specify five capital categories with the highest rating being "well capitalized." Generally, to be "well capitalized" under the prompt corrective action provisions, an institution must have Tier 1 capital to risk weighted assets and total capital to risk weighted assets of 6% and 10%, respectively, and Tier 1 capital to quarterly average assets of 5%. At December 31, 1997, each of the Company's subsidiary banks exceeded the financial requirements for the "well capitalized" category under such regulations. The Federal Reserve Board has issued risk-based and leverage capital guidelines for bank holding companies like First Commerce. The risk- based guidelines define a two-tier capital framework. Generally, Tier 1 capital consists of common and qualifying preferred shareholders' equity, less goodwill. Generally, Tier 2 capital consists of mandatory convertible debt, subordinated debt and other qualifying term debt, preferred stock not qualifying for Tier 1 and the allowance for loan losses, subject to certain limitations. The regulatory minimum ratio for total capital is 8%, of which 4% must be Tier 1 capital. In addition, the minimum leverage ratio of Tier 1 capital to quarterly average assets is 4%. On December 31, 1997, First Commerce's total capital ratio was 14.9%, its Tier 1 ratio was 13.5%, and its Tier 1 leverage ratio was 9.7%.
Foreign Operations
The Company and its subsidiaries do not engage in any material foreign activities.
ITEM 2.
ITEM 2.	PROPERTIES
First Commerce owns its headquarters building, the NBC Center, which is located at 1248 O Streets, Lincoln, Nebraska, in the downtown central business district of the city. Construction of the eleven- story building was completed in March 1976. The Lincoln Bank leases the lower level and five additional floors of the building. The remaining area of the building is leased to the public.
At December 31, 1997, First Commerce's subsidiary financial institutions operated a total of seven main banking houses (including the Lincoln Bank's NBC Center location), 18 detached facilities, and 114 automated teller machines. All of the facilities are owned by the respective banks, with the exception of the Lincoln Bank which is housed in the First Commerce owned NBC Center.
Additional information with respect to premises and equipment is presented on Page 20 of the Notes to Financial Statements in First Commerce's 1997 Annual Report to Shareholders, which is incorporated herein by reference.
For additional description of property owned and operated by First Commerce and each subsidiary, see Item 1.
ITEM 3.
ITEM 3.	LEGAL PROCEEDINGS
The nature of the business of First Commerce involves, at times, a certain amount of litigation against First Commerce and its subsidiaries involving matters arising in the ordinary course of business; however, in the opinion of the management of First Commerce, there are no proceedings pending to which First Commerce or any of its subsidiaries is a party, or which its property is subject, which, if determined adversely, would be material in relation to the financial condition of First Commerce.
ITEM 4.
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of First Commerce's security holders during the fourth quarter of the fiscal year covered by this report.
Executive Officers of the Registrant
The present executive officers of First Commerce, their respective ages and the year each was first elected an officer, are set forth in the following table:
			 	Present Office	 	 Year First 	Name 		Age	 or Position 		 Elected Officer
James Stuart, Jr.	55	Chairman and Chief	 	 1973 				 Executive Officer
Brad Korell		 49	Executive Vice President	 1990
Stuart Bartruff	 43	Executive Vice President	 1987 				 and Secretary (Principal 				 Financial Officer)
Mark Hansen		 42	Senior Vice President	 	 1994
Donald Kinley	 47	Vice President and Treasurer 	 1977 				(Principal Accounting Officer)
The occupations of the executive officers for the last five years are as follows:
James Stuart, Jr. was elected Chairman of the Board and Chief Executive Officer on January 19, 1988. Mr. Stuart, Jr. had served as President and Chief Executive Officer of First Commerce since May 3, 1985. Mr. Stuart, Jr. also serves as Chairman and Chief Executive Officer of the Lincoln Bank, Chairman of the North Platte Bank, and as a director of the remaining subsidiary banks except the West Point Bank.
Brad Korell has served as Executive Vice President of First Commerce and as President of the Lincoln Bank since March 7, 1990. Prior to March 1990, Mr. Korell had served as Executive Vice President and Senior Loan Officer of the Lincoln Bank since December 1987.
Stuart Bartruff has served as Executive Vice President and Secretary since April of 1994. Prior to April, 1994, Mr. Bartruff served as Senior Vice President-Loan Services since 1988 and was elected Secretary in May of 1992. Mark Hansen was elected Senior Vice President of First Commerce on June 21, 1994. Mr. Hansen has been an employee of the National Bank of Commerce since 1977, beginning as a Loan Analyst and being promoted to Corporate Lending Officer in 1980, Corporate Banking Manager in 1986, Senior Lender Officer in 1990, and Executive Vice President of National Bank of Commerce in 1992, a title he still holds.
Donald Kinley was elected as Vice President and Treasurer in April 1993. Prior to that Mr. Kinley served as Vice President and Assistant Treasurer for more than five years.
No family relationships exist between any of the executive officers.
PART II
ITEM 5.
ITEM 5.	MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED 	STOCKHOLDER MATTERS
Incorporated by reference from the First Commerce Annual Report to Shareholders for the Year Ended December 31, 1997, Page 1 and Page 29.
ITEM 6.
ITEM 6.	SELECTED FINANCIAL DATA
Incorporated by reference from the First Commerce Annual Report to Shareholders for the Year Ended December 31, 1997, Pages 30-33.
ITEM 7.
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 	AND RESULTS OF OPERATION
Incorporated by reference from the First Commerce Annual Report to Shareholders for the Year Ended December 31, 1997, Pages 34 through 47, and captioned as "Management's Discussion and Analysis."
ITEM 7A.
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference from the First Commerce Annual Report to Shareholders for the Year Ended December 31, 1997, Pages 39 through 42, and captioned "Management's Discussion and Analysis--Market Risk."
ITEM 8.
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from the First Commerce Annual Report to Shareholders for the Year Ended December 31, 1997, Pages 12 through 28.
ITEM 9.
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 	ACCOUNTING AND FINANCIAL DISCLOSURE
		None. PART III
ITEM 10.
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the First Commerce Proxy Statement for the Annual Meeting of Shareholders to be held April 21, 1998, under the caption "1. Election of Class I Directors" commencing on Page 2.
For information concerning the Executive Officers, see Item 4 at Page 13.
ITEM 11.
ITEM 11.	EXECUTIVE COMPENSATION
Incorporated by reference from the First Commerce Proxy Statement for the Annual Meeting of Shareholders to be held April 21, 1998, under the caption "Executive Compensation and Other Information."
ITEM 12.
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the First Commerce Proxy Statement for the Annual Meeting of Shareholders to be held April 21, 1998, under the captions "Principal Shareholders" and "1. Election of Class I Directors."
ITEM 13.
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the First Commerce Annual Report to Shareholders for the Year Ended December 31, 1997, Page 23, Footnote M and incorporated by reference from the First Commerce Proxy Statement for the Annual Meeting of Shareholders to be held April 21, 1998, under the caption "Executive Compensation and Other Information."
PART IV
ITEM 14.
ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 	FORM 8-K
Financial Statements					 		Page Reference 						 	in Annual Report to Shareholders *
Consolidated Balance Sheets as of December 31, 1997 and 1996	 12 Consolidated Statements of Income for the Three Years Ended December 31, 1997					 13 Consolidated Statements of Stockholders' Equity for the Three Years Ended December 31, 1997			 14 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1997		 			15 Notes to Consolidated Financial Statements				 16 Independent Auditors' Report							 28
Condensed financial statements for parent company only may be found in the Notes to Consolidated Financial Statements, Note P, Pages 25 and 26. All other schedules have been omitted because the required information is presented in the financial statements or in the notes thereto, the amounts involved are not significant or the required subject matter is not applicable.
* These items are included in First Commerce's 1997 Annual Report to Share- holders on the pages indicated and are hereby incorporated by reference in this Form 10-K. First Commerce's 1997 Annual Report to Shareholders is an integral part of this Form 10-K.
Reports on Form 8-K
There were no Form 8-K's filed in the fourth quarter of 1997.
Exhibits
The following Exhibit Index lists the Exhibits to Form 10-K.
Exhibit Number							 Page No. or Incorporation 									 by Reference to
(3) Articles of Incorporation and By-Laws:
(a)	Articles of Incorporation of First Commerce	 Exhibit 3.1 to Form S-1 	 Bancshares, Inc.	 No. 2-97513*
(b)	Amendment to Articles of Incorporation dated	 Exhibit 3.1(a) to Form 8-K 	October 19, 1993. 				 dated	October 19, 1993*
(c)	Amendment to Articles of Incorporation dated	 Exhibit 3 (c) to Form S-4 	 April 19, 1994	 No. 33-81190*
(d)	By-Laws of First Commerce Bancshares, Inc.	 Exhibit 3.1 to Form S-1 									 No. 2-97513*
(4)	Form of Indenture (including form of Capital Note)	Exhibit 4(A) to Form S-1 	relating to the issuance of $26,500,000 principal 	 No. 33-47328* 	amount of Capital Notes issued in Series between the 	Registrant and Norwest Bank Nebraska, N.A., as Trustee.
(9)	Not applicable.
(10)Material contracts.
(a) First Commerce Supplemental Executive Retirement and Deferred Compensation Plan		 Exhibit 10(c) to Form 10-K and Trust Agreement.					 for the year ended Decem- ber 31, 1992.*
(b) Deferred Compensation Plan and Exhibit 10(d) to Form 10-K Deferred Compensation	Trust Agreement for the year ended Decem- dated April 2, 1993 between 	 ber 31, 1993.* the Company and Bradley F. Korell.			 	
(c) Deferred Compensation Plan and Deferred Exhibit 10(d) to Form 10-K Compensation Trust Agreement dated April 2, 1993	 for the year ended Decem- between the Company and Mark W. Hansen.		 ber 31, 1993.* 	
(d) Deferred Compensation Plan and Deferred Exhibit 10(d) to Form 10-K Compensation Trust Agreement dated April 			 for the year ended Decem- 2, 1993 between the Company and Stuart	 ber 31, 1993.* L. Bartruff.
(e)	Dividend Reinvestment Plan and Employee Stock 	Exhibit 1 to Form 8-K 	Purchase Plan.	 				 dated	December 15, 1995.*
(11)	Not applicable.
(12)	Not applicable.
(13)	Annual Report to Security Holders.
(16)	Not applicable.
(18)	Not applicable.
(19)	Not applicable.
(22)	Subsidiaries of the Registrant.	 		See Item 1, Page 3.
(23)	Not applicable.
(24)	Not applicable.
(25)	Not applicable.
(28)	Not applicable.
(29)	Not applicable. 	 *Exhibit has heretofore been filed with the Securities and Exchange Commission and is incorporated herein as an exhibit by reference.
Financial Statement Schedules
	None.
SIGNATURES
Pursuant to the requirements of Section 13 or 14 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST COMMERCE BANCSHARES, INC.
By: James Stuart, Jr.		 Date: March 17, 1998	 	 James Stuart, Jr. 	 Chairman, Chief Executive Officer 	 and Director
By: Stuart Bartruff		 Date: March 17, 1998	 	Stuart Bartruff 	 Executive Vice President and Secretary 	(Principal Financial Officer)
By: Donald Kinley		 Date: March 17, 1998	 	Donald Kinley 	 Vice President and Treasurer 	(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
David T. Calhoun			 Date: March 17, 1998	 David T. Calhoun, Director
Connie Lapaseotes			 Date: March 17, 1998	 Connie Lapaseotes, Director
___________________________ 		Date:	 John G. Lowe, III, Director
John C. Osborne			 Date: March 17, 1998	 John C. Osborne, Director
Richard C. Schmoker		 Date: March 17, 1998	 Richard C. Schmoker, Director
William C. Schmoker		 Date: March 17, 1998	 William C. Schmoker, Director
Kenneth W. Staab			 Date: March 17, 1998	 Kenneth W. Staab, Director
		Date:	 James Stuart, Director
	 James Stuart, Jr.			 Date: March 17, 1998	 James Stuart, Jr., Director
James Stuart, III			 Date: March 17, 1998	 James Stuart, III, Director
Scott Stuart			 Date: March 17, 1998	 Scott Stuart, Director