FIRST COMMERCE CORP /LA/
S-3DPOS, 1997-06-09
NATIONAL COMMERCIAL BANKS
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As  filed  with  the Securities and Exchange Commission on June 9,1997.
                                              Registration No. 333-27861




                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                     Post-Effective Amendment No. 1 to
                                  FORM S-3
                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________

                         FIRST COMMERCE CORPORATION
            (Exact name of registrant as specified in its charter)

Louisiana                  201 St. Charles Avenue               72-0701203
(State or other          New Orleans, Louisiana 70170       (I.R.S. Employer
jurisdiciton of                (504) 623-1371              Identification No.)
incorporation or    (Address,iincluding zip code, and
organization)        telephone number, including area    
                code, of registrant's principal executive offices)

                     
                                __________

                              Michael A. Flick
                  Executive Vice President, Secretary and
                        Chief Administrative Officer
                         First Commerce Corporation
                           201 St. Charles Avenue
                        New Orleans, Louisiana 70170
                               (504) 623-1371
         (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                                  Copy to:
     
                             Margaret F. Murphy
              Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                     New Orleans, Louisiana 70170-5100
                               (504) 582-8000

    Approximate  date  of commencement  of  proposed  sale  to  the public:

       As  soon as practicable after  this  Registration  Statement  becomes
effective.

      If the only securities being registered on this Form are being offered
pursuant to  dividend  or  interest  reinvestment  plans,  please  check the
following box.  X

      If  any  of  the  securities  being registered on this Form are to  be
offered on a delayed or continuous basis  pursuant  to  Rule  415  under the
Securities  Act  of  1933,  other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.  

      If  this  Form  is filed to  register  additional  securities  for  an
offering pursuant to Rule  462(b) under the Securities Act, please check the
following box and list the Securities  Act  registration statement number of
the earlier effective registration statement for the same offering.  

      If  this Form is a post-effective amendment  filed  pursuant  to  Rule
462(c) under  the  Securities  Act,  check  the  following  box and list the
Securities  Act  registration  statement  number  of  the  earlier effective
registration statement for the same offering.  

      If delivery of the prospectus is expected to be made pursuant  to Rule
434, please check the following box.  


                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements  for filing on Form S-3 and has duly caused  this
Post-Effective  Amendment  No.   1  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on June 5, 1997.

                                          FIRST COMMERCE CORPORATION



                                          By:  /s/ Michael A. Flick
                                             --------------------------------
                                                     Michael A. Flick
                                                 Executive Vice President,
                                            Secretary and Chief Administrative
                                                        Officer


      Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
Registration  Statement  has  been signed by the following  persons  in  the
capacities and on the dates indicated.

         Signature                        Title                       Date


           *             Director, President and Chief Executive  June 5, 1997
- -----------------------   Officer (Principal Executive Officer)   
       Ian Arnof        


           *               Director and Chairman of the Board     June 5, 1997
- -----------------------     
   Hermann Moyse, Jr.

/s/ Michael A. Flick       Executive Vice President, Secretary    June 5, 1997
- -----------------------     and Chief Administrative Officer
   Michael A. Flick           (Principal Financial Officer)

           *              Executive Vice President, Controller    June 5, 1997
- -----------------------       Principal Accounting Officer
Thomas L. Callucutt, Jr.

           *                          Director                    June 5, 1997
- ------------------------    
  James J. Bailey III


           *                          Director                    June 5, 1997
- ------------------------       
    John W. Barton


           *                          Director                    June 5, 1997
- ------------------------   
 Sydney J. Besthoff III


           *                          Director                    June 5, 1997
- ------------------------      
    Robert H. Bolton


           *                          Director                    June 5, 1997
- ------------------------     
   Robert C. Cudd III


           *                         Director                     June 5, 1997
- ------------------------      
   Frances B. Davis


           *                         Director                     June 5, 1997
- ------------------------    
  Laurance Eustis, Jr.


           *                         Director                     June 5, 1997
- ------------------------     
   William P. Fuller


           *                         Director                     June 5, 1997
- -------------------------     
   Arthur Hollins III


           *                         Director                     June 5, 1997
- -------------------------     
   F. Ben James, Jr.


            *                        Director                     June 5, 1997
- -------------------------      
      Erik F. Johnsen


            *                        Director                     June 5, 1997
- ------------------------- 
Joseph Merrick Jones, Jr.


                                     Director
- -------------------------
Edwin Lupberger


             *                       Director                     June 5, 1997
- -------------------------    
  Mary Chavanne Martin


             *                       Director                     June 5, 1997
- -------------------------   
  Hugh G. McDonald, Jr.


             *                       Director                     June 5, 1997
- -------------------------       
     Saul A. Mintz


             *                       Director                     June 5, 1997
- -------------------------   
   O. Miles Pollard, Jr.



             *                       Director                     June 5, 1997
- -------------------------    
  G. Frank Purvis, Jr.


             *                       Director                     June 5, 1997
- -------------------------      
      Thomas H. Scott


                                     Director
- -------------------------     
     Edward M. Simmons


            *                        Director                     June 5, 1997
- -------------------------    
    H. Leighton Steward


            *                        Director                     June 5, 1997
- -------------------------      
      Robert A. Weigle



*By: /s/ Michael A. Flick
    --------------------------------          
        Michael A. Flick
        Attorney-in-Fact




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