FIRST NATIONAL BANK OF COMMERCE
8-K, 1998-04-17
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):  APRIL 10, 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)




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




                210 BARONNE ST., 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 or former address, if changed since last report)




     ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS.
                     ----------------------------------

         (c) Exhibits

<TABLE>
<CAPTION>
<S>                        <C>
   Exhibit No.                   Document Description
 ---------------             -------------------------------
     20.1                    Monthly Servicer's Certificate,
                             Series 1997-1
     20.2                    Monthly Holders' Statement, Series
                             1997-1
</TABLE>

<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 hereunto 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




Dated: April 17, 1998



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
<S>                   <C>                                               <C>
   Exhibit                                                                 Sequential
     No.                  Document Description                             Page No.
   -------         ------------------------------------------            -----------
    20.1              Monthly  Servicer's  Certificate,                     5
                      Series  1997-1
    20.2              Monthly  Holders'  Statement,  Series                10
                      1997-1
</TABLE>




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

                      For the 4/10/98 Determination Date
                          For the 8th Monthly Period

     The undersigned, a duly authorized representative of First National Bank of
Commerce, as Servicer, pursuant to the 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 April 10, 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 $120,866,629.

    (a) The aggregate amount of Collections of Finance Charge Receivables
        collected during the preceding Monthly Period (the "Collections of
        Finance Charge Receivables") was $14,320,627.

    (b) The aggregate amount of Collections of Principal Receivables collected
        during the preceding Monthly Period (the "Collections of Principal
        Receivables") was $106,546,002.

  6 The aggregate amount of Receivables as of the end of the last day of the
    preceding Monthly Period was $826,931,525.

  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.

  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 $526,931,525.

 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
    Transer date is $0.

Monthly Servicer's Certificate
Page 2  (all amounts in dollars except percentages)
<TABLE>
<CAPTION>
 11 Monthly Period Trust Activity
<S>                                             <C>               <C>
(a) Trust Activity                                  Total Trust
    -----------------------------------------     ---------------
    Beginning Aggregate Principal Receivables        842,908,644
    Beginning Excess Funding Account Balance              -
    Beginning Total Principal Balance                842,908,644
    Collections of Finance Charge Receivables         14,320,627
    Discount Percentage                                    -
    Discount Option Receivables Collections                -
    Net Recoveries                                         -
    Total Collections of Finance Charge Receivables   14,320,627
    Total Collections of Principal Receivables       106,546,002
    Net Default Amount                                 3,919,443
    Minimum Aggregate Principal Receivables Balance  300,000,000
    Ending Aggregate Principal Receivables           826,931,525
    Ending Excess Funding Account Balance                  -
    Ending Total Principal Balance                   826,931,525

(b) Series Allocations                             Series 1997-1   All Series
    -----------------------------------------      ----------------------------
    Group Number                                               1
    Investor Interest                                300,000,000   300,000,000
    Adjusted Investor Interest                       300,000,000   300,000,000
    Principal Funding Account Balance                     -             -
    Minimum Transferor Interest                       57,885,207    57,885,207

(c) Group I Allocations                            Series 1997-1   Total Group I
    -----------------------------------------      ------------------------------
    Investor Finance Charge Collections                5,096,860     5,096,860

    Investor Monthly Interest                          1,543,235     1,543,235
    Investor Monthly Fees (Servicing Fee)                500,000       500,000
    Investor Default Amounts                           1,394,970     1,394,970
    Investor Additional Amounts                            -              -
    Total                                              3,438,205     3,438,205

    Reallocated Investor Finance Charge Collections    5,096,860     5,096,860
    Available Excess                                   1,658,655     1,658,655
</TABLE>

 12 Series 1997-1 Certificates
 <TABLE>
 <CAPTION>
 <S>                                         <C>              <C>               <C>
                                               Series 1997-1   Total Investor    Transferor's 
(a) Investor/Transferor Allocations             Allocations       Interest         Interest
    ---------------------------------------------------------------------------------------
    Beginning Investor/Transferor Amounts      842,908,644      300,000,000       542,908,644
    Beginning Adjusted Investor Interest       842,908,644      300,000,000       542,908,644
    Floating Investor Percentage                100.00000%        35.59104%         64.40896%
    Fixed Investor Percentage                        0                0                 0
    Collections of Finance Chg. Receivables     14,320,627        5,096,860         9,223,767
    Collections of Principal Receivables       106,546,002       37,920,830        68,625,172
    Net Default Amount                           3,919,443        1,394,970         2,524,473
                                                                             
    Ending Investor/Transferor Amount          826,931,525      300,000,000       526,931,525
</TABLE>

Monthly Servicer's Certificate
Page 3  (all amounts in dollars except percentages)
<TABLE>
<CAPTION>
<S>                                        <C>          <C>          <C>                <C>
                                                                         Collateral
(b) Monthly Period Funding Requirements       Class A       Class B       Interest        Total
    ---------------------------------------------------------------------------------------------
    Principal Funding Account                   -             -             -              -
    Principal Funding Investment Proceeds       -             -             -              -
    Withdrawal from Reserve Account             -             -             -              -
    Available Reserve Account Amount            -             -             -              - 
    Required Reserve Account Amount             -             -             -              - 

    Coupon                                   6.15000%      6.35000%      6.28750%       6.17294%
    Floating Investor Percentage            30.78625%      2.49137%      2.31342%      35.59104%
    Fixed Investor Percentage                   -             -             -           0.00   
    Investor Monthly Interest               1,329,938       111,125       102,172      1,543,235
    Overdue Monthly Interest                    -             -             -              0   
    Additional Interest                         -             -             -              0   
            Total Interest Due              1,329,938       111,125       102,172      1,543,235
    Investor Default Amounts                1,206,649        97,648        90,673      1,394,970
    Investor Monthly Fees                     432,500        35,000        32,500        500,000
    Investor Additional Amounts                 -             -             -              0   
            Total Due                       2,969,087       243,773       225,345      3,438,205
</TABLE>
<TABLE>
<CAPTION>
<S>                                                 <C>           <C>          <C>           <C>
                                                                                 Collateral
(c) Certificates - Balances and Distributions         Class A       Class B       Interest    Total
    ------------------------------------------------------------------------------------------------------
    Beginning Investor Interest                       259,500,000   21,000,000   19,500,000   300,000,000
    Monthly Principal-Prin. Funding Account                 -             -             -          - 
    Principal Payments                                      -             -             -          -   
    Interest Payments                                   1,329,938      111,125      102,172     1,543,235
    Total Payments                                      1,329,938      111,125      102,172     1,543,235
    Ending Investor Interest                          259,500,000   21,000,000   19,500,000   300,000,000
</TABLE>
<TABLE>
<CAPTION>

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

(e) Class A Investor Charge-Offs/Reimbursement of Class A Investor Charge-Offs
    1.  Total amount of Class A Investor Charge-Offs                                                    -
    2.  Amount of Class A Investor Charge-Offs per $1,000 original certificate principal amount         -
    3.  Total amount reimbursed in respect of Class A Investor Charge-Offs                              -
    4.  Amount reimbursed in respect of 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
        transactions on such Distribution Date                                                          -

(f) Information regarding Payments in respect of the Class B Certificates
    (per $1,000 original certificate principal amount)
    1.  Total Payment                                                                               5.291670
    2.  Amount of Payment in respect of Class B Monthly Interest                                    5.291670
    3.  Amount of Payment in respect of Class B Overdue Monthly Interest                                -
    4.  Amount of Payment in respect of Class B Additional Interest                                     -
    5.  Amount of Payment in respect of Class B Principal                                               -

Monthly Servicer's Certificate
Page 4  (all amounts in dollars except percentages)

(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 Investor Interest                                               -
    2.  Amount of reductions in Class B Investor Interest per $1,000 original certificate
        principal amount                                                                                -
    3.  Total amount reimbursed in respect of reductions of Class B Investor Interest                   -
    4.  Amount reimbursed in respect of reductions of Class B Investor Interest per
        $1,000 original certificate principal amount                                                    -
    5.  The amount, if any, by which the outstanding Principal Balance of the Class B
        Certificates exceeds the Class B Investor Interest after giving effect to all
        transactions on such Distribution Date                                                          -

(h) Information regarding Distribution in respect of the Collateral Interest  
    1.  Total distribution                                                                          5.239580
    2.  Amount of distribution in respect of Collateral Monthly Interest                            5.239580
    3.  Amount of distribution in respect of Collateral Overdue Interest                                -
    4.  Amount of distribution in respect 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 Collateral Interest                                                     -
    2.  Total amount reimbursed in respect of reductions of Collateral Interest                         -

(j) Application of Reallocated Investor Finance Charge Collections
    1.  Class A Available Funds                                                                    4,408,784

         a.  Class A Monthly Interest                                                              1,329,938
         b.  Class A Overdue Monthly Interest                                                           0
         c.  Class A Additional Interest                                                                0
         d.  Class A Servicing Fee                                                                   432,500
         e.  Class A Investor Default Amount                                                       1,206,649

         f.   Excess Spread                                                                        1,439,697

    2.  Class B Available Funds                                                                      356,780

         a.  Class B Monthly Interest                                                                111,125
         b.  Class B Overdue Monthly Interest                                                           -
         c.  Class B Additional Interest                                                                - 
         d.  Class B Servicing Fee                                                                    35,000

         e.  Excess Spread                                                                           210,655

    3.  Collateral Holder Available Funds                                                            331,296

         a.  Excess Spread                                                                           331,296

    4.  Total Excess Spread                                                                        1,981,648
Monthly Servicer's Certificate
Page 5  (all amounts in dollars except percentages)

(k) Application of Excess Spread and Excess Finance Charge Collections Allocated to Series 1997-1
     1.  Beginning Excess Spread                                                                   1,981,648
     2.  Excess Finance Charge Collections                                                              -
     3.  Applied to fund Class A Required Amount                                                        -
     4.  Unreimbursed Class A Investor Charge-Offs                                                      -
     5.  Applied to fund Class B Required Amount                                                      97,648
     6.  Reductions of Class B Investor Interest treated as Available Principal Collections             -
     7.  Applied to Collateral Monthly Interest and unpaid Collateral Monthly Interest               102,172
     8.  Applied to Collateral Interest Servicing Fee and any overdue Collateral
         Interest Servicing Fee                                                                       32,500
     9.  Collateral Investor Default Amount treated as Available Principal Collections                90,673
    10. Reductions of Collateral Interest treated as Available Principal Collections                    -
    11. Deposit to Reserve Account (if required)                                                        -
    12. Applied to other amounts owed to Collateral Interest Holder                                     -
    13. Balance to constitute Excess Finance Charge Collections for other series                   1,658,655
                                                                                 
 13 Trust Performance
(a) Delinquencies
    1.  31-59 days                                                                                13,316,933
    2.  60-89 days                                                                                 8,766,587
    3.  90 days and over                                                                          14,297,023
    4.  Total 30+ days delinquent                                                                 36,380,543

(b) Base Rate
         a.  Current Monthly Period                                                                   8.173%
         b.  Prior Monthly Period                                                                     8.169%
         c.  Second Prior Monthly Period                                                              8.167%
(c) Three Month Average Base Rate                                                                     8.170%

(d) Portfolio Yield (gross portfolio yield less net defaults)
         a.  Current Monthly Period                                                                14.80756%
         b.  Prior Monthly Period                                                                  14.97311%
         c.  Second Prior Monthly Period                                                           11.60413%
(e) Three Month Average Portfolio Yield                                                            13.79493%

(f) Excess Spread  Percentage
         a.  Current Monthly Period                                                                 6.63456%
         b.  Prior Monthly Period                                                                   6.80411%
         c.  Second Prior Monthly Period                                                            3.43713%
(g) Three Month Average Excess Spread Percentage                                                    5.62527%

(h) Monthly Payment Rate (total collections/beginning aggregate principal receivables)             14.33923%

(i) Portfolio Adjusted Yield                                                                        6.13456%
</TABLE>

    IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
    certificate this 10th day of April, 1998.

                                         First National Bank of Commerce,
                                         as Servicer

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


                        MONTHLY HOLDERS' STATEMENT
                     First National Bank of Commerce
                        New Orleans, Louisiana
- -------------------------------------------------------------------------------
                   First NBC Credit Card Master Trust
                            Series 1997-1
                            April 10, 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 April 15,1998 Distribution Date, and with respect to
the performance of the Trust during the month of 03/1/98 to 03/31/98 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.

A  Series 1997-1 Certificates
<TABLE>
<CAPTION>
<S>                                                                         <C>
    1 Information regarding Payments in respect of the Class A Certificates
      (per $1,000 original certificate principal amount)
       a Total Payment                                                         5.125000
       b Amount of Payment in respect of Class A Monthly Interest              5.125000
       c Amount of Payment in respect of Class A Overdue Monthly Interest          -
       d Amount of Payment in respect of Class A Additional Interest               -
       e Amount of Payment in respect of Class A Principal                         -

    2 Class A Investor Charge-Offs/Reimbursement of Class A Investor
      Charge-Offs
       a Total amount of Class A Investor Charge-Offs                              -
       b Amount of Class A Investor Charge-Offs per $1,000 original
         certificate principal amount                                              -
       c Total amount reimbursed in respect of Class A Investor Charge-Offs        -
       d Amount reimbursed in respect of Class A Investor Charge-Offs per
         $1,000 original principal amount                                          -
       e 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 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          -
       d Amount of Payment in respect of Class B Additional Interest               -
       e Amount of Payment in respect of Class B Principal                         -

    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                         -
       b Amount of reductions in Class B Investor Interest per $1,000
         original certificate principal amount                                     -
       c Total amount reimbursed in respect of reductions of Class B
         Investor Interest                                                         -
       d Amount reimbursed in respect of reductions of Class B Investor
         Interest per $1,000 original certificate principal amount                 -
       e The amount, if any, by which the 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>
Monthly Holders' Statement
Page 2 (all amounts in dollars except percentages)
<S>                                                                        <C>
    5 Information regarding Distribution in respect of the Collateral
      Interest
       a Total distribution                                                    5.239580
       b Amount of distribution in respect of Collateral Monthly Interest      5.239580
       c Amount of distribution in respect of Collateral Overdue Interest          -
       d Amount of distribution in respect of Collateral Monthly Principal         -

    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                               -
       b Total amount reimbursed in respect of reductions of
         Collateral Interest                                                       -

B  Trust Performance
    1 Delinquencies
       a 31-59 days                                                           13,316,933
       b 60-89 days                                                            8,766,587
       c 90 days and over                                                     14,297,023
       d Total 30+ days delinquent                                            36,380,543

    2 Base Rate
       a Current Monthly Period                                                   8.173%
       b Prior Monthly Period                                                     8.169%
       c Second Prior Monthly Period                                              8.167%
    3 Three Month Average Base Rate                                               8.170%

    4 Portfolio Yield (gross portfolio yield less net defaults)
       a Current Monthly Period                                                14.80756%
       b Prior Monthly Period                                                  14.97311%
       c Second Prior Monthly Period                                           11.60413%
    5 Three Month Average Portfolio Yield                                      13.79493%

    6 Excess Spread Percentage
       a Current Monthly Period                                                 6.63456%
       b Prior Monthly Period                                                   6.80411%
       c Second Prior Monthly Period                                            3.43713%
    7 Three Month Average Excess Spread Percentage                              5.62527%

    8 Monthly Payment Rate (total collections/beginning aggregate
      principal receivables)                                                   14.33923% 

    9 Portfolio Adjusted Yield                                                  6.13456%
</TABLE>


                     First National Bank of Commerce, Servicer

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




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