HIBERNIA CORP
8-K/A, 1995-03-20
NATIONAL COMMERCIAL BANKS
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                               March 20, 1995




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

Re:  Hibernia Corporation
     Amendment No. 1 to 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
an amendment to 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
Enclosures

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


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 8-K
                         CURRENT REPORT
                         AMENDMENT NO. 1



             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) March 20, 1995
                                                 ______________
                                                 March 14, 1995




                      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 March 14, 1995, the Registrant announced that it had
approved an employee stock ownership plan that would acquire $30
million of the Registrant's Common Stock.  The release stated
further that stock for the plan would be purchased in the open
market.
     
     
                          EXHIBIT INDEX
                          _____________

Exhibit                                                Page
Number              Description                        Number
_______             ___________                        ______

 28.23              News Release issued by the Registrant
                    on March 14, 1995                     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:     March 20, 1995      By:  /s/ RONALD E. SAMFORD, JR.
                                   Ronald E. Samford, Jr.
                                   Chief Accounting Officer

<PAGE>
                          EXHIBIT 28.23

                          NEWS RELEASE
                      HIBERNIA CORPORATION


For Additional Information:             For Release:

                                        IMMEDIATE
                                        March 14, 1995


MEDIA INQUIRIES:
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 APPROVES EMPLOYEE STOCK OWNERSHIP PLAN
             FUNDED WITH $30 MILLION OF COMPANY STOCK

     New Orleans -- Hibernia's board of directors today authorized
an employee stock ownership plan (ESOP) to be funded with $30
million of Hibernia stock which the ESOP will acquire over the next
few months in open-market purchases.

     "We made a commitment two years ago that Hibernia would be the
employer of choice," said Stephen A. Hansel, president and chief
executive officer."  It's another way to both motivate Hibernia
people to deliver responsive and superior customer service and to
recognize faithful service to Hibernia by providing the opportunity
to share in the company's growth and profits with our other
shareholders.

     "Because the ESOP will make almost all employees owners of the
company, it should increase their appreciation of Hibernia's need
to perform well as a business."

     Hibernia's ESOP will allow participants to build a portfolio
of Hibernia stock through allocations at no cost to them.  Each
year, individual allocations will be based on employees'
compensation.  Employees will be vested 20% per year, with full
vesting after five years.

     The $30 million purchase of Hibernia Corporation stock will be
funded through a loan from Hibernia National Bank.  Stock will be
purchased as it becomes available on the open market and at market
prices, using funds drawn on the loan as needed.

     The plan includes these features:

     (1)  The amount of the contribution to the plan will be
determined annually by Hibernia's board of directors.

     (2)  Distribution of account balances in the form of cash or
Hibernia stock will be available when an employee retires, becomes
disabled, dies or leaves the company.

     (3)  Hibernia National Bank's trust operation will serve as
trustee of the plan.

     Hibernia ended 1994 with assets of $6.3 billion and 143
banking locations.  With pending mergers, it would have
approximately $6.8 billion in assets and 162 banking locations
serving 22 parishes and 55 cities, representing more than 70% of
the state's population.  It would be either first, second or third
in deposit market share in 17 of these parishes.

     The company's common stock (HIB) is listed on the New York Stock
Exchange.



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