HIBERNIA CORP
15-12G, 1994-08-09
NATIONAL COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 15
                                       
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(h) of the
Securities Exchange Act of 1934


                       Commission File Number   2-76016


                       First Continental Bancshares, Inc. 
            (Exact name of registrant as specified in its charter)


201 Huey P. Long Avenue, Gretna, Louisiana  70053  (504) 366-0211 
(Address, including zip code, and telephone number, including area
code of registrant's principal executive offices)

Common Stock, $1.00 par value; Class A Cumulative Convertible
Preferred Stock, $1.00 par value
           (Title of each class of securities covered by this Form)

                                     none
         (Title of all other classes of securities for which a duty to
file reports under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:

Rule 12g-4(a)(1)(i)  [X]                  Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ]
Rule 12g-4(a)(2)(i)  [ ]                  Rule 12h-3(b)(2)(i)  [ ]
Rule 12g-4(a)(2)(ii) [ ]                  Rule 12h-3(b)(2)(ii) [ ]
Rule 12h-3(b)(1)(i)  [ ]                  Rule 15d-6           [ ]

Approximate number of holders of record as of the certification or
notice date:

                                      -0-      

      Pursuant to the requirements of the Securities Exchange Act of
1934, Hibernia Corporation, as successor by merger to First
Continental Bancshares, Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized
person.


Date: August 8, 1994

                                    
                                By:/s/ Ron E. Samford, Jr.
                                   Ron E. Samford, Jr.
                                   Executive Vice President and    
                                   Chief Accounting Officer


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