HIBERNIA CORP
8-K, 1994-11-16
NATIONAL COMMERCIAL BANKS
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                        November 16, 1994




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington, D. C.  20549

Re:  Hibernia Corporation
     Current Report on Form 8-K
     Commission File No. 1-10294

Dear Sirs:

     Pursuant to rules and regulations adopted under the Securities
Exchange Act of 1934, as amended (the "Act"), transmitted hereby
for filing, on behalf of Hibernia Corporation (the "Company"), is
a Current Report on Form 8-K.

     Pursuant to Section 13(a) of the Act, by copy hereof we are
filing with the New York Stock Exchange, the national securities
exchange on which the Common Stock of the Company is listed and
traded, two complete copies, including exhibits.  Pursuant to
General Instruction E to Form 8-K, such complete copy being filed
with the Exchange has been manually signed on behalf of the
Company.

     Please call the undersigned at (504) 533-2486 if you have any
questions concerning this filing.

                                   Very truly yours,


                                   /s/ PATRICIA C. MERINGER
                                   Patricia C. Meringer
                                   Secretary and Associate Counsel

PCM/gbp

cc:  Joseph Lomnicky
     Ron E. Samford, Jr.
     Stephen D. M. Schuetz




               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) November 16, 1994
                                                 November 4, 1994




                      Hibernia Corporation               
       (Exact name of issuer as specified in its charter)




 Louisiana                 1-10294                72-0724532   
(State or other          (Commission              (IRS Employer
jurisdiction of          File Number)        Identification No.) 
organization)                           



313 Carondelet Street, New Orleans, Louisiana      70130          
(Address of principal executive offices)          (Zip Code)




Registrant's telephone number, including area code (504) 533-5332



Item 5.   Other Events.

     On November 4, 1994, the Registrant announced that it had
agreed to merge with STABA Bancshares, Inc., parent company of
First State Bank and Trust Company, headquartered in
Donaldsonville, Louisiana, subject to the satisfaction of certain
conditions, including receipt of required regulatory approvals. 
     
     
                          EXHIBIT INDEX

Exhibit                                                Page
Number              Description                        Number

 28.21              News Release issued by the Registrant
                    on November 4, 1994                   3




                            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.

                                   HIBERNIA CORPORATION
                                        (Registrant)


Date:     November 16, 1994    By:  /s/ RONALD E. SAMFORD, JR.
                                        Ronald E. Samford, Jr.
                                        Chief Accounting Office





                          EXHIBIT 28.21

                          NEWS RELEASE
                      HIBERNIA CORPORATION
                                
For Additional Information:             For Release:

HIBERNIA                                IMMEDIATE
MEDIA INQUIRIES:                        November 4, 1994
Jim Lestelle, Manager                        
Corporate Communications
Office:  (504) 533-5482
Home:  (504) 488-8826    

INVESTOR INQUIRIES:
Linda Meche, Manager
Finance & Investor Relations
Office:  (504) 533-2180
Home:  (504) 832-3604

      HIBERNIA SIGNS MERGER AGREEMENT WITH STABA BANCSHARES
    THAT WOULD SIGNIFICANTLY BOOST SERVICE TO RIVER PARISHES

     NEW ORLEANS -- Hibernia announced today it has signed a
definitive agreement to merge with STABA Bancshares, Inc.,
headquartered in Donaldsonville, a transaction that would make
Hibernia the leading bank in Ascension Parish in both number of
locations and deposits.

     STABA operates State Bank of Donaldsonville, with $97 million
in assets.  State Bank has two offices in Donaldsonville, one in
Gonzales and another targeted to open December 1 in Prairieville.

     Combined with a pending merger with American Bank, the leading
bank in neighboring St. Charles Parish, the STABA merger will allow
Hibernia to significantly increase service to customers in the
River Parishes between New Orleans and Baton Rouge.  It also will
give it another important West Bank location.

     State Bank has 25% of deposits in Ascension; Hibernia, 4%,
with one office in Gonzales.  Combined, they will account for 29%.

     Based on Hibernia's November 3 closing price of $8.375 per
share, STABA shareholders would receive approximately 18 shares of
Hibernia stock for each STABA share in a tax-free pooling of
interests valued at approximately $18 million.  The transaction is
subject to approvals by regulators and STABA shareholders and
should be completed in early 1995.

     "With individuals and families holding more than two thirds of
State Bank's loans, it's obvious our employees have done a good job
serving the communities in which they live and work," said Kenneth
A. Bailey, chief executive officer.  "I know State Bank customers
will enjoy the even wider variety of products and expanding office
network that Hibernia offers."

     Bailey will continue as area president with Hibernia when the
merger is completed.

     After the merger, Hibernia plans to consolidate its smaller
Gonzales location, which it leases at 2020 S. Burnside Ave., with
State Bank's larger and more attractive office at 1300 S. Burnside
Ave.  Construction of State Bank's Prairieville office is
substantially complete.

     "We're looking forward to continuing the long tradition of
service that State Bank has provided and introducing new financial
services that currently are not available to them, including
brokerage, annuities, trust and a lot more," said Stephen A.
Hansel, Hibernia's president and CEO.

     State Bank customers should continue using their checks,
making loan payments and conducting other transactions just as
before.  Only after the bank is converted to Hibernia's operating
systems would checks, signs and forms change.

     Hibernia National Bank is Louisiana's largest statewide bank. 
When the STABA Bancshares merger and three other pending mergers
are complete, it will have approximately $6.4 billion in assets and
156 banking offices serving 20 parishes and 52 cities.  They
include New Orleans, Baton Rouge, Lafayette and the Acadiana
region, Alexandria, Shreveport/Bossier City, Monroe, West Monroe,
Bastrop and Tallulah.


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