FIRST NATIONAL BANK OF COMMERCE
8-K, 1998-02-17
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):  February 9, 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 of                                       Identification
  incorporation)                                              Number)



                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
 
  Exhibit
    No.               Document Description
 --------      -------------------------------------------------

   20.1        Monthly  Servicer's  Certificate,  Series  1997-1
               
   20.2        Monthly  Holders'  Statement, Series  1997-1
                                                                          
 
                        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: February 13, 1998



                             INDEX TO EXHIBITS
 
 
   Exhibit                                                        Sequential
     No.            Document Description                           Page No.
   -------   ------------------------------------------------     ----------

    20.1     Monthly  Servicer's  Certificate,  Series  1997-1         5
            
                                                    
    20.2     Monthly  Holders'  Statement, Series  1997-1             10
             


                                                                 Exhibit 20.1
                       MONTHLY SERVICER'S CERTIFICATE
                      First National Bank of Commerce
                           New Orleans, Louisiana
                    First NBC Credit Card Master Trust
                               Series 1997-1

                      For the 2/9/98 Determination Date
                        For the 6th 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 February 9, 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  $124,321,587.

    (a)   The aggregate amount of Collections of Finance Charge Receivables
          collected during the preceding Monthly Period (the "Collections of
          Finance Charge Receivables") was $12,378,605.

    (b)   The aggregate amount of Collections of Principal Receivables
          collected during the preceding Monthly Period (the "Collections
          of Principal Receivables") was $111,942,982.

  6 The aggregate amount of Receivables as of the end of the last day of the
    preceding Monthly Period was $858,108,209.

  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 $558,108,209.

 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.

Monthly Servicer's Certificate
Page 2  (all amounts in dollars except percentages)

 11 Monthly Period Trust Activity
(a) Trust Activity                                      Total Trust
   ==============================================    ===============
    Beginning Aggregate Principal Receivables           850,256,615
    Beginning Excess Funding Account Balance                      -
    Beginning Total Principal Balance                   850,256,615
    Collections of Finance Charge Receivables            12,378,605
    Discount Percentage                                           -
    Discount Option Receivables Collections                       -
    Net Recoveries                                                -
    Total  Collections of Finance Charge Receivables     12,378,605
    Total Collections of Principal Receivables          111,942,982
    Net Default Amount                                    4,156,533
    Minimum Aggregate Principal Receivables Balance     300,000,000
    Ending Aggregate Principal Receivables              858,108,209
    Ending Excess Funding Account Balance                         -
    Ending Total Principal Balance                      858,108,209
<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                             -             -
    Minimum Transferor Interest                          60,067,575    60,067,575

</TABLE>
<TABLE>
<CAPTION>

(c) Group I Allocations                               Series 1997-1  Total Group I
 ==============================================      ==============================
    <S>                                                   <C>           <C>
    Investor Finance Charge Collections                   4,367,601     4,367,601

    Investor Monthly Interest                             1,551,776     1,551,776
    Investor Monthly Fees (Servicing Fee)                   500,000       500,000
    Investor Default Amounts                              1,466,569     1,466,569
    Investor Additional Amounts                                   -             -
    Total                                                 3,518,345     3,518,345                  

    Reallocated Investor Finance Charge Collections       4,367,601     4,367,601
    Available Excess                                        849,256       849,256    

</TABLE>
<TABLE>
<CAPTION>

 12 Series 1997-1 Certificates
                                              Series 1997-1   Total Investor   Transferor's
(a) Investor/Transferor Allocations            Allocations      Interest        Interest
 ===========================================================================================
    <S>                                         <C>             <C>            <C>
    Beginning Investor/Transferor Amounts       850,256,615     300,000,000    550,256,615
    Beginning Adjusted Investor Interest        850,256,615     300,000,000    550,256,615                 
    Floating Investor Percentage                  100.00000%       35.28347%      64.71653%                
    Fixed Investor Percentage                             -               -              -
    Collections of Finance Chg. Receivables      12,378,605       4,367,601      8,011,004   
    Collections of Principal Receivables        111,942,982      39,497,368     72,445,614                 
    Net Default Amount                            4,156,533       1,466,569      2,689,964                 
                                                                                               
    Ending Investor/Transferor Amounts          858,108,209     300,000,000    558,108,209                 

</TABLE>

Monthly Servicer's Certificate
Page 3  (all amounts in dollars except percentages)

<TABLE>
<CAPTION>

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

    Coupon January 15 - February 16        6.15000%      6.35000%      6.19375%       6.16684%
    Floating Investor Percentage          30.52020%      2.46984%      2.29343%      35.28347%  
    Fixed Investor Percentage                    -             -             -              -
    Investor Monthly Interest            1,329,938       111,125       110,713      1,551,776   
    Overdue Monthly Interest                     -             -             -              -
    Additional Interest                          -             -             -              -
            Total Interest Due           1,329,938       111,125       110,713      1,551,776   
    Investor Default Amounts             1,268,582       102,660        95,327      1,466,569   
    Investor Monthly Fees                  432,500        35,000        32,500        500,000   
    Investor Additional Amounts                  -             -             -              -
            Total Due                    3,031,020       248,785       238,540      3,518,345   
</TABLE>                                                             
<TABLE>
<CAPTION>

(c) Certificates - Balances and                                      Collateral
     Distributions                        Class A       Class B       Interest        Total
   ============================================================================================
    <S>                                <C>            <C>           <C>           <C>
    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       110,713      1,551,776   
    Total Payments                       1,329,938       111,125       110,713      1,551,776   
    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                                                           5.677590
    2.  Amount of distribution in respect of Collateral Monthly Interest             5.677590
    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                                                     3,777,975   

         a.  Class A Monthly Interest                                               1,329,938   
         b.  Class A Overdue Monthly Interest                                               -
         c.  Class A Additional Interest                                                    -
         d.  Class A Servicing Fee                                                    432,500   
         e.  Class A Investor Default Amount                                        1,268,582   

         f.   Excess Spread                                                           746,955   

    2.  Class B Available Funds                                                       305,732

         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                                                            159,607

    3.  Collateral Holder Available Funds                                             283,894

         a.  Excess Spread                                                            283,894

    4.  Total Excess Spread                                                         1,190,456

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                                                    1,190,456
     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                                      102,660
     6.  Reductions of Class B Investor Interest treated as Available
          Principal Collections                                                             -
     7.  Applied to Collateral Monthly Interest and unpaid Collateral
          Monthly Interest                                                            110,713
     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                                                                  95,327
    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      849,256
                                                                                 
 13 Trust Performance
(a) Delinquencies
    1.  31-59 days                                                                 15,358,017
    2.  60-89 days                                                                  9,770,715
    3.  90 days and over                                                           16,447,330
    4.  Total 30+ days delinquent                                                  41,576,062

(b) Base Rate
         a.  Current Monthly Period                                                     8.167%
         b.  Prior Monthly Period                                                       8.192%
         c.  Second Prior Monthly Period                                                8.173%
(c) Three Month Average Base Rate                                                       8.177%

(d) Portfolio Yield (gross portfolio yield less net defaults)
         a.  Current Monthly Period                                                  11.60413%
         b.  Prior Monthly Period                                                    14.92847%
         c.  Second Prior Monthly Period                                             13.46170%
(e) Three Month Average Portfolio Yield                                              13.33143%

(f) Excess Spread  Percentage
         a.  Current Monthly Period                                                   3.43713%
         b.  Prior Monthly Period                                                     6.73647%
         c.  Second Prior Monthly Period                                              5.28870%
(g) Three Month Average Excess Spread Percentage                                      5.15410%

(h) Monthly Payment Rate (total collections/beginning aggregate
     principal receivables)                                                          14.62165%

(i) Portfolio Adjusted Yield                                                          2.93713%

</TABLE>

    IN WITNESS WHEREOF,  the undersigned has duly executed and delivered this
 certificate this 9th day of February, 1998.

                               First National Bank of Commerce, as Servicer

                               By: /s/Anne M. Lacourrege                  
                               ------------------------------
                               Name:  Anne M. Lacourrege
                               Title:  Vice President


                                                             Exhibit 20.2
                         MONTHLY HOLDERS' STATEMENT
                      First National Bank of Commerce
                          New Orleans, Louisiana

                   First NBC Credit Card Master Trust
                              Series 1997-1
                             February 9,1998

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 February 15,1998 Distribution Date,
and with respect to the performance of the Trust during the month of 1/1/98
to 1/31/98 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>

A  Series 1997-1 Certificates                                                <C>
    <S>
    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                  -
Monthly Holders' Statement
Page 2  (all amounts in dollars except percentages)

    5 Information regarding Distribution in respect of the Collateral Interest  
       a Total distribution                                                    5.677590
       b Amount of distribution in respect of Collateral Monthly Interest      5.677590
       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                                                          15,358,017 
       b 60-89 days                                                           9,770,715
       c 90 days and over                                                    16,447,330
       d Total 30+ days delinquent                                           41,576,062

    2 Base Rate
       a Current Monthly Period                                                   8.167%
       b Prior Monthly Period                                                     8.192%
       c Second Prior Monthly Period                                              8.173%
    3 Three Month Average Base Rate                                               8.177%

    4 Portfolio Yield (gross portfolio yield less net defaults)
       a Current Monthly Period                                                11.60413%
       b Prior Monthly Period                                                  14.92847%
       c Second Prior Monthly Period                                           13.46170%
    5 Three Month Average Portfolio Yield                                      13.33143%

    6 Excess Spread  Percentage
       a Current Monthly Period                                                 3.43713%
       b Prior Monthly Period                                                   6.73647%
       c Second Prior Monthly Period                                            5.28870%
    7 Three Month Average Excess Spread Percentage                              5.15410%

    8 Monthly Payment Rate (total collections/beginning aggregate
       principal receivables)                                                  14.62165%

    9 Portfolio Adjusted Yield                                                  2.93713%

</TABLE>

                     First National Bank of Commerce, Servicer

                                      By:/s/ Anne M. Lacourrege
                                         -------------------------
                                      Name:  Anne M. Lacourrege
                                      Title:  Vice President




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