FIRST NATIONAL BANK OF COMMERCE
8-K, 1998-12-07
ASSET-BACKED SECURITIES
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                            UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         DATE OF REPORT (Date of earliest event reported): JUNE 11, 1998

                       FIRST NBC CREDIT CARD MASTER TRUST
                          (Issuer of the Certificates)

                         FIRST NATIONAL BANK OF COMMERCE
             (Exact name of registrant as specified in its charter)


           LOUISIANA                   333-24023               72-0269760
(State or other jurisdiction of  (Commission File Number)      (IRS Employer
          incorporation)                                 Identification Number)



                210 BARONNE STREET, NEW ORLEANS, LOUISIANA 70112
               (Address of principal executive offices - Zip Code)


       Registrant's telephone number, including area code: (504) 623-1371


                                       N/A
                     (Former name, former address and former
                   fiscal year, if changed since last report)





<PAGE>



 ITEM 5. OTHER EVENTS.

     On June 12, 1998, BANC ONE CORPORATION ("BANC ONE") and First
Commerce Corporation ("FCC") consummated an agreement and plan of
merger (the "Merger Agreement") entered into on October 20, 1997,
pursuant to which FCC was merged with a wholly-owned subsidiary of BANC
ONE (the "Merger"), with FCC as the surviving corporation, and FCC's
name was changed to Louisiana Banc One Corporation ("LBO"). LBO is now
a wholly-owned subsidiary of BANC ONE. First National Bank of Commerce
("First NBC"), the Transferor and Servicer, is a wholly-owned
subsidiary of LBO. The Merger Agreement does not specify any change to
the separate existence of the subsidiary banks, including First NBC,
upon consummation of the merger, but it is expected that it will
ultimately be merged with other banks affiliated with BANC ONE.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         EXHIBIT NO.       DOCUMENT DESCRIPTION

             20.1          Monthly Servicer's Certificate, Series 1997-1
             20.2          Monthly Holders' Statement, Series 1997-1




<PAGE>





                                    SIGNATURE



     Pursuant to the requirements 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 NATIONAL BANK OF COMMERCE
                         (Registrant)



                         By:  /s/ Thomas L. Callicutt, Jr.
                              ----------------------------
                              Thomas L. Callicutt, Jr.
                              First Commerce Corporation
                              Executive Vice President, Controller and
                              Principal Accounting Officer




Date:  June 19, 1998





                                INDEX TO EXHIBITS
                                                                     SEQUENTIAL
    EXHIBIT NO.      DOCUMENT DESCRIPTION                              PAGE NO.

       20.1          Monthly Servicer's Certificate, Series 1997-1         5

       20.2          Monthly Holders' Statement, Series 1997-1            10




<PAGE>



                                  EXHIBIT 20.1

                          MONTHLY SERVICERS CERTIFICATE
                         First National Bank of Commerce
                             New Orleans, Louisiana
                       First NBC Credit Card Master Trust
                                  Series 1997-1

                       For the 6/11/98 Determination Date
                           For the 10th Monthly Period

The undersigned, a duly authorized representative of First National Bank of
Commerce, as Servicer, pursuant to Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of August 1, 1997 by and between 
First National Bank of Commerce and The First National Bank of Chicago, as 
Trustee, does hereby certify as follows:

1.   Capitalized terms used in this Certificate have their respective meanings
     as set forth in the Pooling and Servicing Agreement; provided, that the
     "preceding Monthly Period" shall mean the Monthly Period immediately
     preceding the calendar month in which this Certificate is delivered. This
     Certificate is delivered pursuant to subsection 3.4(b) of the Pooling and
     Servicing Agreement. References herein to certain sections and subsections
     are references to the respective sections and subsections of the Pooling
     and Servicing Agreement, as amended by the applicable Series Supplement.

2.   First National Bank of Commerce is Servicer under the Pooling and
     Servicing Agreement.

3.   The undersigned is a Servicing Officer.

4.   The date of this Certificate is June 11, 1998, which is a Determination
     Date under the Pooling and Servicing Agreement.

5.   The aggregate amount of Collections processed during the preceding Monthly
     Period [equal to 5(a) plus 5(b)] was $123,505,374.

     (a) The aggregate amount of Collections of Finance Charge Receivables
         collected during the preceding Monthly Period (the "Collections of
         Finance Charge Receivables") was $13,427,969.

     (b) The aggregate amount of Collections of Principal Receivables collected
         during the preceding Monthly Period (the "Collections of Principal
         Receivables") was $110,077,405.

6.   The aggregate amount of Receivables as of the end of the last day of the
     preceding Monthly Period was $821,768,441.

7.   Included is an authentic copy of the statements required to be delivered
     by the Servicer on the date of this Certificate to the Paying Agent
     pursuant to Article V.

<PAGE>


8.   To the knowledge of the undersigned, there are no liens on any Receivables
     in the Trust except as described below:


      None.

 9.   The amount, if any, by which the sum of the balance of the Excess Funding
      Account and the Aggregate Principal Receivables exceeds the Minimum
      Aggregate Principal Receivables required to be maintained pursuant to the
      Pooling and Servicing Agreement, is equal to $521,768,441.

10.   The amount, if any, of the withdrawal of the Specified Deposit from the
      Finance Charge Account required to be made by the Trustee pursuant to
      subsection 4.3(a) of the Pooling and Servicing Agreement on the related
      Transfer Date is $0.

<TABLE>
<CAPTION>
11.   Monthly Period Trust Activity
  (a) Trust Activity                                  Total Trust
      ==============                                  ===========
      <S>                                            <C>         
      Beginning Aggregate Principal                   825,535,710
      Receivables
      Beginning Excess Funding Account                          0
      Balance
      Beginning Total Principal Balance               825,535,710
      Collections of Finance Charge                    13,427,969
      Receivables
      Discount Percentage                                       0
      Discount Option Receivables                               0
      Collections
      Net Recoveries                                            0
      Total Collections of Finance Charge              13,427,969
      Receivables
      Total Collections of Principal                  110,077,405
      Receivables
      Net Default Amount                                3,873,251
      Minimum Aggregate Principal                     300,000,000
      Receivables Balance
      Ending Aggregate Principal Receivables          821,768,441
      Ending Excess Funding Account Balance                                   0
      Ending Total Principal Balance                  821,768,441
</TABLE>

<TABLE>
<CAPTION>

  (b) Series Allocations                             Series 1997-1   All Series
      ==================                             ==========================
      <S>                                            <C>             <C>
      Group Number                                              1
      Investor Interest                                300,000,000  300,000,000
      Adjusted Investor Interest                       300,000,000  300,000,000
      Principal Funding Account Balance                          0            0
      Minimum Transferor Interest                       57,523,791   57,523,791

      Group I Allocations                           Series 1997-1 Total Group I
      ===================                           ===========================
      Investor Finance Charge Collections                4,879,728    4,879,728

      Investor Monthly Interest                         1,546,116     1,546,116
      Investor Monthly Fees (Servicing Fees)               500,000      500,000
      Investor Default Amounts                           1,407,540    1,407,540
      Investor Additional Amounts                                0            0
      Total                                              3,453,656    3,453,656

      Reallocated Investor Finance Charge                4,879,728    4,879,728
      Collections
      Available Excess                                   4,126,072    1,426,072
</TABLE>

<TABLE>
<CAPTION>

12    Series 1997-1 Certificates
                                                  Series 1997-1 Total Investor Transferor's
  (a) Investor/Transferor Allocatio                   Allocations    Interest     Interest
      ===========================================================================================
      <S>                                         <C>                <C>             <C>         
      Beginning Investor/Transferor Amounts       825,535,710        300,000,000     525,535,710
      Beginning Adjusted Investor Interest        825,535,710        300,000,000     525,535,710
      Floating Investor Percentage                 100.00000%          36.34003%       63.65997%
      Fixed Investor Percentage                             0                  0               0
      Collections of Finance Chg.                  13,427,969          4,879,728       8,548,241
      Receivables
      Collections of Principal Receivables        110,077,405         40,002,162      70,075,243
      Net Default Amount                            3,873,251          1,407,540       2,465,711

      Ending Investor/Transferor Amounts          821,768,441        300,000,000     521,768,441



</TABLE>

<PAGE>




<TABLE>
<CAPTION>
                                                                                     Collateral
  (b) Monthly Period Funding Requirements          Class A           Class B          Interest          Total
      =============================================================================================================
<S>                                                      <C>                <C>             <C>               <C> 
      Principal Funding Account                          0.00               0.00            0.00              0.00
      Principal Funding Investment Proceeds              0.00               0.00            0.00              0.00
      Withdrawal from Reserve Account                    0.00               0.00            0.00              0.00
      Available Reserve Account Amount                   0.00               0.00            0.00              0.00
      Required Reserve Account Amount                    0.00               0.00            0.00              0.00

      Coupon                                         6.15000%           6.35000%        6.25625%          6.17091%
      Floating Investor Percentage                  31.43413%           2.54380%        2.36210%         36.34003%
      Fixed Investor Percentage                          0.00               0.00            0.00              0.00
      Investor Monthly Interest                     1,329,938            111,125         105,053         1,546,116
      Overdue Monthly Interest                              0                  0               0                 0
      Additional Interest                                   0                  0               0                 0
              Total Interest Due                    1,329,938            111,125         105,053         1,546,116
      Investor Default Amounts                      1,217,523             98,527          91,940         1,407,540
      Investor Monthly Fees                           432,500             35,000          32,500           500,000
      Investor Additional Amounts                           0                  0               0                 0
              Total Due                             2,979,961            244,652         229,043         3,453,656
</TABLE>

<TABLE>
<CAPTION>

                                                                                     Collateral
  (c) Certificates - Balances and                  Class A           Class B          Interest          Total
      Distributions
      =============================================================================================================
  <S>                                             <C>                 <C>             <C>              <C>        
      Beginning Investor Interest                 259,500,000         21,000,000      19,500,000       300,000,000
      Monthly Principal-Prin. Funding                       0                  0               0                 0
      Account
      Principal Payments                                    0                  0               0                 0
      Interest Payments                             1,329,938            111,125         105,053         1,546,116
      Total Payments                                1,329,938            111,125         105,053         1,546,116
      Ending Investor Interest                    259,500,000         21,000,000      19,500,000       300,000,000
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                                                       <C>
  (d) Information regarding Payments in respect
      of the Class A Investor Charge-Offs
      (per $1,000 original certificate principal
      amount)
      1.  Total Payment                                                                                   5.125000
      2.  Amount of Payment in respect of                                                                 5.125000
          Class A Monthly Interest
      3.  Amount of Payment in respect of                                                                 0.000000
          Class A Overdue Monthly Interest
      4. Amount of Payment in respect of                                                                  0.000000
         Class A Additional Interest
      5.  Amount of Payment in respect of                                                                 0.000000
         Class A Principal
</TABLE>

<TABLE>
<CAPTION>

  (e) Class A Investor
<S>                                                                                                           <C>
      Charge-Offs/Reimbursement of Class A
      Investor Charge-Offs
      1.  Total amount of Class A Investor                                                                    0.00
          Charge-Offs
      2.  Amount of Class A Investor                                                                          0.00
          Charge-Offs per $1,000 original
          certificate principal amount
      3.  Total amount reimbursed in                                                                          0.00
          respect of Class A Investor
          Charge-Offs
      4.  Amount reimbursed in respect of                                                                     0.00
          Class A Investor Charge-Offs per
          $1,000 original principal amount
      5.  The amount, if any, by which the outstanding
          Principal Balance of the Class A Certificates
          exceeds the Class A Adjusted Investor Interest
          after giving effect to all                                                                          0.00
          transactions on such Distribution
          Date
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                                                       <C>
  (f) Information regarding Payments in 
      respect of the Class B Certificates
      (per $1,0900 original certificate 
      principal amount)
      1.  Total Payment                                                                                   5.291670
      2.  Amount of Payment in respect of                                                                 5.291670
         Class B Monthly Interest
      3.  Amount of Payment in respect of                                                                 0.000000
         Class B Overdue Monthly Interest
      4. Amount of Payment in respect of                                                                  0.000000
        Class B Additional Interest
      5.  Amount of Payment in respect of                                                                 0.000000
         Class B Principal
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                                                          <C>
  (g) Amount of reductions in Class B 
      Investor Interest pursuant to
      clauses (c), (d) and (e) of the
      definition of Class B Investor 
      Interest
      1.  Amount of reductions in Class B                                                                     0.00
         Investor Interest
      2.  Amount of reductions in Class B                                                                     0.00
         Investor Interest per $1,000
         original certificate principal
         amount
      3.  Total amount reimbursed in                                                                          0.00
         respect of reductions of Class B
         Investor Interest

</TABLE>

<PAGE>




<TABLE>
      <S>                                                                                                     <C> 
      4.  Amount reimbursed in respect of                                                                     0.00
         reductions of Class B Investor
         Interest per $1,000 original
         principal amount
      5. The amount, if any, by which the                                                                     0.00
         outstanding Principal Balance of
         the Class B Certificates exceeds
         the Class B Investor
         Interest after giving effect to
         all transactions on such
         Distribution Date
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                                                       <C>
  (h) Information regarding Distribution in
         respect of the Collateral Interest
      1.  Total distribution                                                                              5.387330
      2.  Amount of distribution in respect                                                               5.387330
         of Collateral Monthly Interest
      3.  Amount of distribution in respect                                                               0.000000
         of Collateral Overdue Interest
      4.  Amount of distribution in respect                                                               0.000000
         of Collateral Monthly Principal


  (i) Amount of reductions in Collateral
      Interest pursuant to clauses (c), (d)
      and (e) of the definition of Collateral
      Interest
      1.  Amount of reductions in                                                                             0.00
          Collateral Interest
      2.  Total amount reimbursed in                                                                          0.00
          respect of reduction of Collateral
          Interest

  (j) Application of Reallocated Investor
      Finance Charge Collections
      1.  Class A Available Funds                                                                        4,220,965

           (a)  Class A Monthly Interest                                                                 1,329,938
           (b)  Class A Overdue Monthly                                                                          0
                Interest
           (c)  Class A Additional Interest                                                                      0
           (d)  Class A Servicing Fee                                                                      432,500
           (e)  Class A Investor Default                                                                 1,217,523
                Amount

           (f)  Excess Spread                                                                            1,241,004

      2.  Class B Available Funds                                                                          341,581

           (a)  Class B Monthly Interest                                                                   111,125
           (b)  Class B Overdue Monthly                                                                          0
                Interest
           (c)  Class B Additional Interest                                                                      0
           (d)  Class B Servicing Fee                                                                       35,000

           (e)  Excess Spread                                                                              195,456

      3.  Collateral Holder Available Funds                                                                317,812

           (a)  Excess Spread                                                                              317,182

      4.  Total Excess Spread                                                                            1,753,642

  (k) Application of Excess Spread and
      Excess Finance Charge Collections
      Allocated to Series 1997-1
      1.   Beginning Excess Spread                                                                       1,753,642
      2.   Excess Finance Charge Collections                                                                     0
      3.   Applied to fund Class A Required                                                                      0
           Amount
      4.   Unreimbursed Class A Investor                                                                         0
           Charge-Offs
      5.   Applied to fund Class B Required                                                                 98,527
           Amount
      6.   Reduction of Class B Investor                                                                         0
           Interest treated as Available
           Principal Collections
      7.   Applied to Collateral Monthly                                                                   105,053
           Interest and unpaid Collateral
           Monthly Interest
      8.   Applied to Collateral Interest                                                                   32,500
           Servicing Fee and any overdue
           Collateral Interest Servicing Fee
      9.   Collateral Investor Default                                                                      91,490
           Amount treated as Available
           Principal Collections
      10.  Reductions of Collateral                                                                              0
           Interest treated as Available
           Principal Collections
      11.  Deposit to Reserve Account (if                                                                        0
           required)
      12.  Applied to other amounts owed to                                                                      0
           Collateral Interest Holder
      13.  Balance to constitute Excess                                                                  1,426,072
           Finance Charge Collections for
           other series


</TABLE>

<PAGE>


<TABLE>
<CAPTION>


<S>                                                                                                    <C>
   13 Trust Performance
      (a)  Delinquencies
             1.  31-59 days                                                                             13,066,476
             2.  60-89 days                                                                              8,364,749
             3.  90 days and over                                                                       12,767,796
             4.  Total 30+ days delinquent                                                              34,199,021

      (b)  Base Rate                                                                                        8.171%
             a.  Current Monthly Period                                                                     8.171%
             b.  Prior Monthly Period                                                                       8.173%
             c.  Second Prior Monthly Period

      (c)  Three Month Average Base Rate                                                                    8.172%

      (d)  Portfolio Yield (gross portfolio yield less net defaults
             a.  Current Monthly Period                                                                  13.88875%
             b.  Prior Monthly Period                                                                    13.86360%
             c.  Second Prior Monthly Period                                                             14.80756%

      (e)  Three Month Average Portfolio                                                                 14.18664%
           Yield


      (f)  Excess Spread Percentage
            a.  Current Monthly Period                                                                    5.71784%
            b.  Prior Monthly Period                                                                      5.69260%
            c.  Second Prior Monthly Period                                                               6.63456%

      (g)  Three Monthly Average Excess                                                                   6.01500%
           Spread Percentage

      (h)  Monthly Payment Rate (total                                                                   14.96063%
           collections/beginning aggregate
           principal receivables)

      (i)  Portfolio Adjusted Yield                                                                       5.21784%
</TABLE>

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 11th day of June, 1998.

                                   FIRST NATIONAL BANK OF COMMERCE,
                                   As Servicer



                                   By:     /s/ Jane B. Truett
                                     ---------------------------------
                                     Name:  Jane B. Truett
                                     Title: Vice President and Controller





                                  EXHIBIT 20.2
                           MONTHLY HOLDER'S STATEMENT
                         First National Bank of Commerce
                             New Orleans, Louisiana

- -------------------------------------------------------------------------------
                       First NBC Credit Card Master Trust
                                  Series 1997-1
                                  June 11, 1998
- -------------------------------------------------------------------------------


Under the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of August 1, 1997 by and between First National Bank of
Commerce, as Seller and Servicer ("FNBC"), and The First National Bank of
Chicago, as Trustee, (the "Trustee"), as amended and supplemented by the Series
1997-1 Supplement dated as of August 1, 1997 by and between FNBC and the
Trustee, FNBC, as Servicer, is required to prepare certain information for each
Distribution Date regarding current distributions to Certificateholders and the
performance of the First NBC Credit Card Master Trust (the "Trust") during the
previous period. The information which is required to be prepared with respect
to the distribution on the June 15,1998 Distribution Date, and with respect to
the performance of the Trust during the month of 5/1/98 to 5/31/98 is set forth
below. Certain of the information is presented on the basis of an original
principal amount of $1,000 per Series 1997-1 Certificate (a "Certificate").
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Monthly Statement have their
respective meanings set forth in the Pooling and Servicing Agreement and the
Supplement.
<TABLE>
<CAPTION>
<S>                                                                                               <C>

    A Series 1997-1
      1.  Information regarding Payments in respect of the Class A Certificates
          (per $1,000 original certificate principal amount)
          a.  Total Payment                                                                        0.051250
          b.  Amount of Payment in respect of Class A Monthly Interest                             0.051250
          c.  Amount of Payment in respect of Class A Overdue Monthly Interest                     0.000000
          d.  Amount of Payment in respect of Class A Additional Interest                          0.000000
          e.  Amount of Payment in respect of Class A Principal                                    0.000000

      2.  Class A Investor Charge-Offs/Reimbursement of Class A Investor Charge-Offs
          a.  Total amount of Class A Investor Charge-Offs                                         0.000000
          b.  Amount of Class A Investor Charge-Offs per $1,000 original certificate               0.000000
               Principal amount
          c.  Total amount reimbursed in respect of Class A Investor Charge-Offs                   0.000000
          d.  Amount reimbursed in respect of Class A Investor Charge-Offs per                     0.000000
               $1,000 original certificate principal amount
          e.  The amount, if any, by which the outstanding Principal Balance of the                0.000000
               Class A Certificates exceeds the Class A Adjusted Investor Interest after
               giving effect to all transactions on such Distribution Date

      3.   Information regarding Payments in respect of the Class B Certificates
           (per $1,000 original certificate principal amount)
          a.  Total Payment                                                                        5.291670
          b.  Amount of Payment in respect of Class B Monthly Interest                             5.291670
          c.  Amount of Payment in respect of Class B Overdue Monthly Interest                     0.000000
          d.  Amount of Payment in respect of Class B Additional Interest                          0.000000
          e.  Amount of Payment in respect of Class B Principal                                    0.000000



<PAGE>







      4. Amount of reductions in Class B Investor Interest pursuant to clauses
      (c), (d) and (e) of the definition of Class B Investor Interest
           a.  Amount of reductions in Class B Investor Interest                                   0.000000
           b.  Amount of reduction in Class B Investor Interest per $1,000 original                0.000000
                certificate principal amount)
           c.  Total amount reimbursed in respect of reductions of Class B Investor                0.000000
                Interest
           d.  Amount reimbursed in respect of reductions of Class B Investor                      0.000000
                Interest per $1,000 original certificate principal amount
           e.  The amount, if any, by which the outstanding Principal Balance of                   0.000000
                the Class Certificates exceeds the Class B Investor Interest after giving
                effect to all transactions on such Distribution Date

      5. Information regarding Distribution in respect of the Collateral
      Interest
           a.  Total distribution                                                                  5.387330
           b.  Amount of distribution in respect of Collateral Monthly Interest                    5.387330
           c.  Amount of distribution in respect of Collateral Overdue Interest                    0.000000
           d.  Amount of distribution in respect of Collateral Monthly Principal                   0.000000

      6. Amount of reductions in Collateral Interest pursuant to clauses (c),
      (d) and (e) of the definition of Collateral Interest
           a.  Amount of reductions in Collateral Interest                                         0.000000
           b.  Total amount reimbursed in respect of reductions of Collateral                      0.000000
                Interest

    B Trust Performance
      1.  Delinquencies
           a.  31-59 days                                                                        13,066,476
           b.  60-89 days                                                                         8,364,749
           c.  90 days and over                                                                  12,767,796
           d.  Total 30+ days delinquent                                                         34,199,021

      2.  Base Rate
           a.  Current Monthly Period                                                                8.171%
           b.  Prior Monthly Period                                                                  8.171%
           c.  Second Prior Monthly Period                                                           8.173%

      3.  Three Month Average Base Rate                                                              8.172%

      4. Portfolio Yield (gross portfolio yield less net defaults)
           a.  Current Monthly Period                                                             13.88875%
           b.  Prior Monthly Period                                                               13.86360%
           c.  Second Prior Monthly Period                                                        14.80756%

      5.  Three Month Average Portfolio Yield                                                     14.18664%

      6.  Excess Spread Percentage
           a.  Current Monthly Period                                                              5.71784%
           b.  Prior Monthly Period                                                                5.69260%
           c.  Second Prior Monthly Period                                                         6.63456%

      7.  Three Month Average Excess Spread Percentage                                             6.01500%

      8.  Monthly payment Rate (total collections/beginning aggregate principal                   14.96063%
           receivables)

      9.  Portfolio Adjusted Yield                                                                 5.21784%
</TABLE>




<PAGE>



                                   FIRST NATIONAL BANK OF COMMERCE,
                                   As Servicer



                                   By:    /s/ Jane B. Truett
                                     ------------------------------
                                     Name:  Jane B. Truett
                                     Title:   Vice President and Controller


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