FIRST NATIONAL BANK OF COMMERCE
8-K, 1998-05-18
ASSET-BACKED SECURITIES
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                     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):  May 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 of incorporation)   (Commission File Number)        (IRS Employer 
                                                       Identification 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)
    

<PAGE>


Item 7.          Finanical 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
      
<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: May 15, 1998



<PAGE>



                       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 5/11/98 Determination Date
                         For the 9th 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 May 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)] $119,523,467.

    (a)  The aggregate amount of Collections of Finance Charge Receivables
           collected during the preceding Monthly Period (the "Collections of
           Finance Charge Receivables") was $13,463,969.

    (b)  The aggregate amount of Collections of Principal Receivables collected
           during the preceding Monthly Period (the "Collections of Principal
           Receivables") was $106,059,498.

  6 The aggregate amount of Receivables as of the end of the last day of the
    preceding Monthly Period was $825,535,710.

  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 $525,535,710.

 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        826,931,525
    Beginning Excess Funding Account Balance                 -
    Beginning Total Principal Balance                826,931,525
    Collections of Finance Charge Receivables         13,463,969
    Discount Percentage                                      - 
    Discount Option Receivables Collections                  -
    Net Recoveries                                           -
    Total Collections of Finance Charge Receivables   13,463,969
    Total Collections of Principal Receivables       106,059,498
    Net Default Amount                                 3,910,428
    Minimum Aggregate Principal Receivables Balance  300,000,000
    Ending Aggregate Principal Receivables           825,535,710
    Ending Excess Funding Account Balance                    -
    Ending Total Principal Balance                   825,535,710

(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                       57,787,500    57,787,500

(c) Group I Allocations                            Series 1997-1  Total Group I
   ==========================================      ============================
    Investor Finance Charge Collections                4,884,553     4,884,553

    Investor Monthly Interest                          1,542,727     1,542,727
    Investor Monthly Fees (Servicing Fee)                500,000       500,000
    Investor Default Amounts                           1,418,652     1,418,652
    Investor Additional Amounts                               -             -
    Total                                              3,461,379     3,461,379

    Reallocated Investor Finance Charge Collections    4,884,553     4,884,553
    Available Excess                                   1,423,174     1,423,174

<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      826,931,525   300,000,000   526,931,525
    Beginning Adjusted Investor Interest       826,931,525   300,000,000   526,931,525
    Floating Investor Percentage                100.00000%     36.27870%     63.72130% 
    Fixed Investor Percentage                           -             -             -
    Collections of Finance Chg. Receivables     13,463,969     4,884,553     8,579,416
    Collections of Principal Receivables       106,059,498    38,477,007    67,582,491                 
    Net Default Amount                           3,910,428     1,418,652     2,491,776  
                                                                                               
    Ending Investor/Transferor Amounts         825,535,710   300,000,000   525,535,710  

</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                                 6.15000%      6.35000%      6.25625%       6.17091%
    Floating Investor Percentage          31.38107%      2.53951%      2.35812%      36.27870%  
    Fixed Investor Percentage                    -             -             -              -       
    Investor Monthly Interest            1,329,938       111,125       101,664      1,542,727   
    Overdue Monthly Interest                     -             -             -              -
    Additional Interest                          -             -             -              -
            Total Interest Due           1,329,938       111,125       101,664      1,542,727   
    Investor Default Amounts             1,227,134        99,306        92,212      1,418,652   
    Investor Monthly Fees                  432,500        35,000        32,500        500,000   
    Investor Additional Amounts                  -             -             -              -
            Total Due                    2,989,572       245,431       226,376      3,461,379   
                                                                                
</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       101,664      1,542,727   
    Total Payments                       1,329,938       111,125       101,664      1,542,727   
    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                                                           5.213540
    2.  Amount of distribution in respect of Collateral Monthly Interest             5.213540
    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                                                     4,225,138   

         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                                        1,227,134

         f.   Excess Spread                                                         1,235,566   

    2.  Class B Available Funds                                                       341,919

         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                                                            195,794

    3.  Collateral Holder Available Funds                                             317,496

         a.  Excess Spread                                                            317,496

    4.  Total Excess Spread                                                         1,748,856


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                                                    1,748,856
     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                                       99,306
     6.  Reductions of Class B Investor Interest treated as Available Principal
         Collections                                                                       -
     7.  Applied to Collateral Monthly Interest and unpaid Collateral Monthly
         Interest                                                                     101,664
     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                                                                   92,212
    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                                                                     1,423,174
                                                                                 
 13 Trust Performance
(a) Delinquencies
    1.  31-59 days                                                                 11,647,003
    2.  60-89 days                                                                  8,655,423
    3.  90 days and over                                                           12,966,089
    4.  Total 30+ days delinquent                                                  33,268,515

(b) Base Rate
         a.  Current Monthly Period                                                     8.171%
         b.  Prior Monthly Period                                                       8.173% 
         c.  Second Prior Monthly Period                                                8.169%
(c) Three Month Average Base Rate                                                       8.171%

(d) Portfolio Yield (gross portfolio yield less net defaults)
         a.  Current Monthly Period                                                  13.86360%
         b.  Prior Monthly Period                                                    14.80756%
         c.  Second Prior Monthly Period                                             14.97311%
(e) Three Month Average Portfolio Yield                                              14.54809%

(f) Excess Spread  Percentage
         a.  Current Monthly Period                                                   5.69269%
         b.  Prior Monthly Period                                                     6.63456%
         c.  Second Prior Monthly Period                                              6.80411%
(g) Three Month Average Excess Spread Percentage                                      6.37712%

(h) Monthly Payment Rate (total collections/beginning aggregate principal
    receivables)                                                                     14.45385%

(i) Portfolio Adjusted Yield                                                          5.19269%

</TABLE>

    IN WITNESS WHEREOF,  the undersigned has duly executed and delivered
    this certificate this 11th day of May, 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 HOLDERS' STATEMENT
                     First National Bank of Commerce
                          New Orleans, Louisiana

===============================================================================
                     First NBC Credit Card Master Trust
                              Series 1997-1
                                May 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 May 15,1998 Distribution Date, and with respect to
the performance of the Trust during the month of 4/1/98 to 4/30/98 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 Certificates
    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                                                    5.213540
       b Amount of distribution in respect of Collateral Monthly Interest      5.213540
       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                                                          11,647,003
       b 60-89 days                                                           8,655,423
       c 90 days and over                                                    12,966,089 
       d Total 30+ days delinquent                                           33,268,515

    2 Base Rate
       a Current Monthly Period                                                   8.171%
       b Prior Monthly Period                                                     8.173%
       c Second Prior Monthly Period                                              8.169%
    3 Three Month Average Base Rate                                               8.171%

    4 Portfolio Yield (gross portfolio yield less net defaults)
       a Current Monthly Period                                                13.86360%
       b Prior Monthly Period                                                  14.80756%
       c Second Prior Monthly Period                                           14.97311%
    5 Three Month Average Portfolio Yield                                      14.54809%

    6 Excess Spread  Percentage
       a Current Monthly Period                                                 5.69269%
       b Prior Monthly Period                                                   6.63456%
       c Second Prior Monthly Period                                            6.80411%
    7 Three Month Average Excess Spread Percentage                              6.37712%

    8 Monthly Payment Rate (total collections/beginning aggregate
      principal receivables)                                                   14.45385%

    9 Portfolio Adjusted Yield                                                  5.19269%


                     First National Bank of Commerce, Servicer

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



</TABLE>


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