HIBERNIA CORP
10-Q, 1996-05-15
NATIONAL COMMERCIAL BANKS
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<PAGE>
                     HIBERNIA CORPORATION              
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                           FORM 10-Q




           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended March 31, 1996              Commission File Number 1-10294



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



Louisiana                                                  72-0724532
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification Number)



      313 Carondelet Street, New Orleans, Louisiana  70130
     (Address of principal executive offices and zip code)


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


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.


Yes    X          No


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


             Class                             Outstanding at April 30, 1996
Class A Common Stock, no par value                   122,103,079 Shares

<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets

Hibernia Corporation and Subsidiaries                              March 31    December 31      March 31
Unaudited ($ in thousands)                                             1996           1995          1995
<S>                                                              <C>            <C>           <C>
Assets
  Cash and due from banks                                          $304,674       $384,307      $298,126
  Short-term investments                                            242,484         91,003       111,513
  Securities available for sale                                   1,996,905      2,163,123       611,049
  Securities held to maturity (estimated fair value
      at March 31, 1995 was $1,968,280)                                   -              -     1,998,660
  Loans, net of unearned income                                   4,754,917      4,533,822     3,852,738
      Reserve for possible loan losses                             (144,913)      (147,678)     (153,777)
          Loans, net                                              4,610,004      4,386,144     3,698,961
  Bank premises and equipment                                       118,772        120,339       121,410
  Customers' acceptance liability                                       202              -         2,850
  Other assets                                                      201,567        197,619       184,736
          Total assets                                           $7,474,608     $7,342,535    $7,027,305

Liabilities
  Deposits:
      Demand, noninterest-bearing                                $1,118,755     $1,187,993    $1,082,011
      Interest-bearing                                            5,202,369      5,041,682     4,990,333
          Total deposits                                          6,321,124      6,229,675     6,072,344
  Short-term borrowings                                             285,562        258,532       193,123
  Liability on acceptances                                              202              -         2,850
  Other liabilities                                                 121,675        112,942       105,415
  Debt                                                                7,063          8,667        10,871
          Total liabilities                                       6,735,626      6,609,816     6,384,603

Shareholders' equity
  Preferred Stock, no par value:
    Authorized - 100,000,000 shares; issued and
      outstanding - none                                                  -              -             -
  Class A Common Stock, no par value:
    Authorized - 200,000,000 shares; issued 122,081,581,
     122,074,527 and 122,020,147 at March 31,
     1996, December 31, 1995 and March 31,
     1995, respectively                                             234,396        234,383       234,279
  Surplus                                                           375,513        375,544       374,980
  Retained earnings                                                 137,096        120,803        42,930
  Treasury stock at cost, 17,407 shares at December 31, 1995              -           (183)            -
  Unrealized gains (losses) on securities available for sale          6,367         16,562        (9,487)
  Unearned compensation                                             (14,390)       (14,390)            -
          Total shareholders' equity                                738,982        732,719       642,702
          Total liabilities and shareholders' equity             $7,474,608     $7,342,535    $7,027,305

See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Consolidated Income Statements

Hibernia Corporation and Subsidiaries
Three Months Ended March 31
Unaudited ($ in thousands, except per share data)            1996           1995
<S>                                                      <C>             <C>
Interest income
    Interest and fees on loans                           $104,209        $85,838
    Interest on securities available for sale              33,672          9,716
    Interest on securities held to maturity                     -         29,495
    Interest on short-term investments                      2,569          2,716
        Total interest income                             140,450        127,765
Interest expense
    Interest on deposits                                   54,462         51,613
    Interest on short-term borrowings                       3,314          2,092
    Interest on debt                                          111            169
        Total interest expense                             57,887         53,874
Net interest income                                        82,563         73,891
    Provision for possible loan losses                          -              5
Net interest income after provision
   for possible loan losses                                82,563         73,886
Noninterest income
    Service charges on deposits                            12,169         11,010
    Trust fees                                              3,034          2,821
    Other service, collection and exchange charges          7,468          5,826
    Gain on divestiture of banking offices                      -          2,361
    Other operating income                                  3,129          2,084
    Securities gains (losses), net                              -              3
        Total noninterest income                           25,800         24,105
Noninterest expense
    Salaries and employee benefits                         35,749         32,424
    Occupancy expense, net                                  6,145          6,301
    Equipment expense                                       5,265          4,685
    Data processing expense                                 5,249          5,688
    Foreclosed property expense, net                         (791)           (42)
    Other operating expense                                18,342         20,501
        Total noninterest expense                          69,959         69,557
Income before income taxes                                 38,404         28,434
Income tax expense                                         13,692          2,495
Net income                                                $24,712        $25,939
Net income per share                                        $0.21          $0.21

See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Hibernia Corporation and Subsidiaries
Unaudited ($ in thousands, except per-share data)
                                        Shares of                                             Gains (Losses)
                                           Common                                             on Securities
                                            Stock     Common              Retained  Treasury    Available     Unearned
Three months ended March 31, 1996     Outstanding      Stock    Surplus   Earnings     Stock     for Sale   Compensation   Total
<S>                                   <C>           <C>        <C>         <C>       <C>          <C>               <C>    <C>
Balances at December 31, 1995         122,057,120   $234,383   $375,544   $120,803     ($183)      $16,562    ($14,390)    $732,719
Net income                                      -          -          -     24,712         -             -           -       24,712
Issuance of common stock:
   Stock Option Plan                       23,461         13        (31)         -       172             -           -          154
   Restricted stock awards                  1,000          -          -          -        11             -           -           11
Cash dividends declared:
   Common ($.07 per share)                      -          -          -     (8,419)        -             -           -       (8,419)
Change in unrealized gains (losses)
   on securities available for sale             -          -          -          -         -       (10,195)          -      (10,195)
   Balances at March 31, 1996         122,081,581   $234,396   $375,513   $137,096        $-        $6,367    ($14,390)    $738,982


                                        Shares of                                             Gains (Losses)
                                           Common                                             on Securities
                                            Stock     Common              Retained  Treasury    Available     Unearned
Three months ended March 31, 1995     Outstanding      Stock    Surplus   Earnings     Stock     for Sale   Compensation    Total

Balances at December 31, 1994         121,616,747   $234,080   $374,744    $23,851   ($2,414)     ($24,494)         $-     $605,767
Net income                                      -          -          -     25,939         -             -           -       25,939
Issuance of common stock:
   Dividend Reinvestment Plan              80,589        155        428          -         -             -           -          583
   Stock Option Plan                          419          1          1          -         -             -           -            2
   Retirement Security Plan                62,845          -        (32)         -       512             -           -          480
   Restricted stock awards                259,547         43       (160)         -     1,902             -           -        1,785
Cash dividends declared:
   Common ($.06 per share)                      -          -          -     (6,545)        -             -           -       (6,545)
   By pooled companies prior
     to merger                                  -          -          -       (315)        -             -           -         (315)
Change in unrealized gains (losses)
   on securities available for sale             -          -          -          -         -        15,007           -       15,007
Other                                           -          -         (1)         -         -             -           -           (1)
   Balances at March 31, 1995         122,020,147   $234,279   $374,980    $42,930        $-       ($9,487)         $-     $642,702

See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows

Hibernia Corporation and Subsidiaries
Three Months Ended March 31
Unaudited ($ in thousands)                                                    1996         1995

<S>                                                                       <C>          <C>
Operating activities
  Net income                                                               $24,712      $25,939
  Adjustments to reconcile net income to net
      cash provided by operating activities:
         Provision for possible loan losses                                      -            5
         Amortization of intangibles and deferred charges                      961          919
         Depreciation and amortization                                       4,684        4,232
         Premium amortization, net of discount accretion                     1,422        1,891
         Realized securities gains, net                                          -           (3)
         Gain on sale of assets                                               (654)      (2,273)
         Provision for losses on foreclosed and other assets                   597           89
         Decrease (increase) in deferred income tax asset                      (98)         412
         Decrease (increase) in interest receivable and other assets         1,561       (3,299)
         Increase (decrease) in interest payable and other liabilities       8,733       (5,321)
       Net cash provided by operating activities                            41,918       22,591
Investing activities
  Purchases of securities held to maturity                                       -     (158,046)
  Purchases of securities available for sale                                (2,484)     (15,549)
  Proceeds from sales of securities available for sale                          24        1,963
  Maturities of securities held to maturity                                      -       61,087
  Maturities of securities available for sale                              151,672       15,750
  Net increase in loans                                                   (284,229)    (216,268)
  Proceeds from sales of loans                                              59,884       27,429
  Purchases of premises, equipment and other assets                         (5,236)      (5,962)
  Proceeds from sales of foreclosed assets                                   1,517          939
  Proceeds from divestiture of banking offices, net of $1,069 cash sold          -      (13,708)
  Proceeds from sales of premises, equipment and other assets                  161          212
       Net cash used by investing activities                               (78,691)    (302,153)
Financing activities
  Net increase in domestic deposits                                         93,306       54,696
  Net increase (decrease) in time deposits - foreign office                 (1,857)       2,214
  Net increase in short-term borrowings                                     27,030       34,388
  Payments on debt                                                          (1,604)        (975)
  Issuance of common stock                                                     165        2,850
  Dividends paid                                                            (8,419)      (6,860)
       Net cash provided by financing activities                           108,621       86,313
Increase (decrease) in cash and cash equivalents                            71,848     (193,249)
  Cash and cash equivalents at beginning of year                           475,310      602,888
       Cash and cash equivalents at end of period                         $547,158     $409,639

See notes to consolidated financial statements.
</TABLE>



<PAGE>
HIBERNIA CORPORATION              
Notes to Consolidated Financial Statements

Hibernia Corporation and Subsidiaries
Unaudited


      Note  1   BASIS OF PRESENTATION  The accompanying unaudited
consolidated   financial  statements  have   been   prepared   in
accordance  with  generally  accepted accounting  principles  for
interim  financial information and with the instructions to  Form
10-Q  and Article 10 of Regulation S-X. Accordingly, they do  not
include  all  of  the  information  and  footnotes  required   by
generally  accepted accounting principles.   In  the  opinion  of
management,  all  adjustments  (consisting  of  normal  recurring
accruals) considered necessary for a fair presentation have  been
included.   Operating  results for the three-month  period  ended
March  31,  1996,  are not necessarily indicative of the  results
that may be expected for the year ending December 31, 1996.   For
further  information, refer to the audited consolidated financial
statements  and  notes included in Hibernia Corporation's  Annual
Report on Form 10-K for the year ended December 31, 1995.

      Note  2   MERGER AGREEMENTS   On January 1, 1996,  Hibernia
Corporation (the Company) merged with FNB Bancshares,  Inc.  ($40
million   in  assets)  and  on  January  15,  1996  with   Bunkie
Bancshares,   Inc.  ($106  million  in  assets)  in  transactions
accounted for as poolings of interests.

      Mergers  with St. Bernard Bank and Trust Co.  and  CM  Bank
Holding  Company are pending regulatory and shareholder approval.
St.  Bernard  Bank and Trust Co. has $260 million in assets,  $29
million  in  loans  and  $234 million in  deposits  and  will  be
purchased  for $46 million in cash. CM Bank Holding  Company  has
$774 million in assets, $347 million in loans and $608 million in
deposits  and will be purchased for $202 million in cash.   These
pending   mergers  will  be  accounted  for  as  purchases   when
consummated which is expected in the later half of 1996.

     Note 3  EMPLOYEE  BENEFIT  PLANS  The Company's stock option
plans provide incentive and non-qualified options to various  key
employees and non-employee directors to purchase shares of  Class
A Common Stock at no less than the fair market value of the stock
at  the  date of grant.  All options granted prior to 1992 became
exercisable  six  months from the date of grant.   The  remaining
options  granted under the 1987 Stock Option Plan, the  Long-Term
Incentive  Plan and the 1993 Directors' Stock Option Plan  become
exercisable   in  the  following  increments:   50%   after   the
expiration of two years from the date of grant, an additional 25%
three  years  from the date of grant and the remaining  25%  four
years from the date of grant.

      Options  granted under the 1987 Stock Option Plan generally
expire 10 years from the date granted. Options granted under  the
Long-Term  Incentive  Plan and the 1993 Directors'  Stock  Option
Plan  do  not  expire  unless the holder dies,  retires,  becomes
permanently  disabled or leaves the employ  of  the  Company,  at
which time the options expire at various times ranging from 30 to
365  days.  All options vest immediately upon a change in control
of the Company.

      At March 31, 1996, the number of shares available for grant
under  the  1987 Stock Option Plan, the Long-Term Incentive  Plan
and  the  1993  Directors'  Stock Option  Plan  totaled  157,772;
498,809;  and 787,500, respectively.
      The table below summarizes the activity in the plans during
the first quarter of 1996:


                                        Incentive        Non-Qualified
1987 STOCK OPTION PLAN

Outstanding, December 31, 1995             162,428           1,360,986
Canceled                                    (1,875)                  -
Exercised                                        -              (6,561)
Outstanding, March 31, 1996                160,553           1,354,425

Exercisable, March 31, 1996                127,890           1,207,671


LONG-TERM INCENTIVE PLAN

Outstanding, December 31, 1995              12,598           3,746,448
Granted ($10.1875 to $10.625)                    -           1,477,075
Canceled                                         -             (75,054)
Exercised                                        -             (16,900)
Issuances of restricted stock                    -              (3,775)
Outstanding, March 31, 1996                 12,598           5,127,794

Exercisable, March 31, 1996                      -           1,328,658



1993 DIRECTORS' STOCK OPTION PLAN

Outstanding, December 31, 1995                   -             232,500
Canceled                                         -             (22,500)
Outstanding, March 31, 1996                      -             210,000

Exercisable, March 31, 1996                      -              30,000


      Effective April 1, 1995, the Company instituted an employee
stock  ownership plan (ESOP) in which substantially all employees
can  participate.  The ESOP is authorized to acquire  up  to  $30
million  of  Hibernia Corporation Class A Common Stock  in  open-
market  purchases.   At  March 31, 1996,  $16  million  of  stock
(2,008,588  shares) had been acquired.

     Note 4  PER SHARE  DATA  Income per common share is based on
the  weighted average number of shares outstanding of 120,287,084
for  the three months ended March 31, 1996, and 121,901,365   for
the  three months ended March 31, 1995.  These weighted  averages
exclude uncommitted shares held by the ESOP.



<PAGE>
<TABLE>
<CAPTION>
QUARTERLY CONSOLIDATED SUMMARY OF INCOME
AND SELECTED FINANCIAL DATA (1)
Hibernia Corporation and Subsidiaries
                                                                         Three Months Ended
                                                             March 31            Dec  31           March 31
($ in thousands, except per-share data)                          1996               1995               1995
<S>                                                          <C>                <C>                <C>
Interest income                                              $140,450           $138,076           $127,765
Interest expense                                               57,887             58,034             53,874
   Net interest income                                         82,563             80,042             73,891
Provision for possible loan losses                                  -                  -                  5
   Net interest income after provision for possible
       loan losses                                             82,563             80,042             73,886
Noninterest income:
   Noninterest income                                          25,800             24,839             24,102
   Securities gains (losses), net                                   -                 52                  3
Noninterest income                                             25,800             24,891             24,105
Noninterest expense                                            69,959             67,843             69,557
   Income before taxes                                         38,404             37,090             28,434
Income tax expense                                             13,692              2,270              2,495
   Net Income                                                 $24,712            $34,820            $25,939
Income per share (2)                                            $0.21              $0.29              $0.21
Income per share (tax effected) (3)                             $0.21              $0.19              $0.15
Cash dividends declared per share (2)                           $0.07              $0.07              $0.06
Average shares outstanding (000s) (2)                         120,287            120,173            121,901
Selected Quarter-End Balances (in millions)
Loans                                                        $4,754.9           $4,533.8           $3,852.7
Deposits                                                      6,321.1            6,229.7            6,072.3
Debt                                                              7.1                8.7               10.9
Equity                                                          739.0              732.7              642.7
Total assets                                                  7,474.6            7,342.5            7,027.3
Selected Average Balances (in millions)
Loans                                                        $4,645.8           $4,410.0           $3,800.0
Deposits                                                      6,243.6            6,062.6            6,085.6
Debt                                                              7.3                8.7               11.1
Equity                                                          740.2              700.0              622.8
Total assets                                                  7,391.7            7,163.4            7,020.7
Selected Ratios (%)
Return on average assets                                         1.34               1.94               1.48
Return on average assets (tax effected) (3)                      1.34               1.30               1.02
Return on average equity                                        13.35              19.90              16.66
Return on average equity (tax effected) (3)                     13.35              13.35              11.50
Net interest margin (taxable-equivalent)                         4.87               4.84               4.64
Efficiency (4)                                                  63.76              63.86              69.93
Tier 1 risk-based capital                                       14.25              14.49              15.45
Total risk-based capital                                        15.52              15.76              16.73
Leverage                                                         9.71               9.75               8.99
(1)   All financial information has been restated for mergers accounted for 
        as poolings of interests. Prior periods have been conformed to current 
        year presentation.
(2)   Income per share is based on the weighted average number of common shares
        outstanding (net of uncommitted ESOP shares) in the respective 
        period.  Dividends per share are historical amounts.
(3)   The effective tax rate in 1995 was significantly less than the 
        Company's statutory tax rate due to the recognition of deferred tax 
        benefits.  Previously reported operating results are adjusted to 
        reflect a 37% effective tax rate for 1995 to improve the comparability 
        of these amounts to 1996 results.
(4)   Noninterest expense as a percentage of taxable-equivalent net interest
        income plus noninterest income (excluding securities transactions).
</TABLE>


<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

   Management's Discussion and Analysis presents a review of the major
factors  and  trends affecting the performance of Hibernia Corporation
(the "Company" or "Hibernia") and its bank subsidiary (the "Bank") and
should  be  read  in  conjunction with the  accompanying  consolidated
financial  statements,  notes  and tables.   Financial  data  for  all
periods  presented  have been restated for mergers  accounted  for  as
poolings of interests.


FIRST-QUARTER 1996 HIGHLIGHTS

   Hibernia  Corporation's first-quarter 1996  results  showed  a  40%
improvement in earnings per share on a comparable basis over the first
quarter  of 1995, strong loan growth, and improving efficiency.   Last
year's  first-quarter results reflected a lower-than-normal  effective
federal  income  tax  rate  as  the Company  recognized  deferred  tax
benefits.   To make comparisons to 1996 results more meaningful,  1995
net  income and earnings per share results are adjusted on a proforma,
fully tax-effected basis, whereby tax expense is assumed at a "normal"
effective tax rate of 37%.

     -  Net  income  totaled  $24.7  million  ($.21  per  share),
     compared  to  $25.9 million ($.21 per share)  in  the  first
     quarter of 1995.  On a fully tax-effected basis, net  income
     for  the  first three months of 1995 would have  been  $17.9
     million ($.15 per share).  Therefore, on a comparable basis,
     first-quarter net income improved 38% and earnings per share
     rose 40% in 1996 over the first quarter of 1995.

     -  Return on assets (ROA), compared to the first quarter  of
     1995  on  a  fully  tax-effected basis, increased  32  basis
     points  to  1.34% for the first quarter of  1996  while  the
     return  on equity (ROE) was 13.35% for the first quarter  of
     1996  compared to 11.50% for the first quarter of 1995 on  a
     fully tax-effected basis.

     -  First-quarter 1996 results improved compared to the  same
     period  last year because of an $8.7 million (12%)  increase
     in net interest income (resulting from higher earning assets
     and a change in the mix of earning assets to higher-yielding
     loans)  and  a $1.7 million (7%) improvement in  noninterest
     income,  while noninterest expense was nearly flat, up  just
     $.4 million (1%).

     -  Loans  grew $902.2 million (23%) from a year ago to  $4.8
     billion at March 31, 1996.  Consumer loans increased  $514.9
     million  (28%)  to  $2.3 billion and commercial  loans  grew
     $387.3  million (19%) to $2.4 billion.  Compared to December
     31, 1995, loans increased at an annual rate of almost 20% as
     consumer loans grew 18% and commercial loans grew 21%.

     -  Asset  quality remained strong with reserve  coverage  of
     nonperforming  assets  at almost  784%  at  March  31,  1996
     compared  to  705%  at March 31, 1995.  Total  nonperforming
     assets declined to $27.1 million, down 11% from a year  ago.
     Nonperforming   assets  as  a  percentage  of   loans   plus
     foreclosed assets were reduced to .57%, compared to .79%  at
     March 31, 1995.

     -  In  January  1996, Hibernia completed  mergers  with  FNB
     Bancshares,  Inc., parent company of the $55  million  asset
     First   National  Bank  of  Lake  Providence,   and   Bunkie
     Bancshares,  Inc., a bank holding company with total  assets
     of approximately $106 million.



     -  Recently announced mergers would add over $1.0 billion in
     assets  and  22  banking  offices.  Pending  regulatory  and
     shareholder  approval,  mergers with the  $260-million-asset
     St.  Bernard Bank and Trust in suburban New Orleans  and  CM
     Holding  Company,  parent company of the  $774-million-asset
     Calcasieu Marine National Bank in southwest Louisiana  would
     increase  assets  to approximately $8.5  million.   Hibernia
     would  then  have  187  locations in  29  parishes.   It  is
     anticipated  that these transactions will be consummated  in
     1996 and accounted for as purchases.

     -  In  April 1996, Hibernia's board of directors declared  a
     quarterly cash dividend of $.07 per share.


FINANCIAL CONDITION:

EARNING ASSETS

  Earning assets averaged $6.9 billion in the first quarter of 1996, a
$376.6  million (6%) increase from the first-quarter 1995  average  of
$6.5  billion.   Compared to the first quarter of 1995, average  loans
increased   $845.8  million  (22%),  while  total  average  securities
decreased  $471.1  million (18%).  Hibernia  has  increased  its  loan
portfolio by offering quality service and innovative lending products,
especially  in the markets of merger partners where such sophisticated
products were not readily available.  The sources of funding  for  the
increase  in  loans have been reinvestment of proceeds  from  maturing
securities and increases in deposits and borrowed funds.

   Loans.  Average loans for the first quarter of 1996 of $4.6 billion
were  up  $235.8 million (5%) from the fourth quarter of 1995  and  up
$845.8 million (22%) compared to the first quarter of 1995.

   Table  1 presents the Company's loan portfolio classified according
to  industry  concentration at March 31, 1996, December 31,  1995  and
March 31, 1995.  Total loans increased $221.1 million (5%) during  the
first  quarter  of  1996.  Commercial loans increased  $121.5  million
(5%), while consumer loans increased $99.6 million (4%).  Compared  to
March  31, 1995, loans increased $902.2 million (23%).  Consumer loans
were  up  $514.9 million (28%), and commercial loans increased  $387.3
million  (19%).  The increase in consumer lending compared to December
31, 1995 was primarily due to increases in adjustable-rate residential
mortgage  loans,  indirect  lending and  direct  consumer  loans.  The
increases  in these categories compared to March 31, 1995 levels  were
partially   offset  by  a  decrease  in  student  loans  as   Hibernia
substantially  completed  the  sale of  its  student  loan  portfolio.
Hibernia management determined that student lending was not profitable
and began liquidating its student loan portfolio in the second quarter
of  1996.   Consumer  loans comprised 49.0% of the loan  portfolio  at
March  31,  1996  compared to 47.1% at March 31,  1995  as  Hibernia's
lending  strategy  is to increase consumer lending  while  maintaining
preeminence in Louisiana commercial lending.


   Securities.  Average securities decreased $471.1 million  (18%)  in
the  first quarter of 1996 compared to the first quarter of 1995.  The
decrease is the result of the reinvestment of principal received  from
matured securities into higher-yielding loans.

   Average securities available for sale increased $1.5 billion (243%)
from  the first quarter of 1995 to $2.1 billion. In December 1995,  in
accordance  with  the  Financial Accounting  Standards  Board  Special
Report, "A Guide to Implementation of Statement 115 on Accounting  for
Certain  Investments  in  Debt  and Equity  Securities"  (Guide),  the
Company chose to reclassify all of its securities held to maturity  to
the   available  for  sale  portfolio.   The  amortized  cost  of  the
transferred securities was $1.6 billion and net unrealized gains  were
$20.2  million.   This  reclassification  gives  the  Company  greater
flexibility  in managing the portfolio for income, interest-rate  risk
and  liquidity.   Although  net unrealized  gains  or  losses  in  the
available for sale portfolio are reflected as a separate component  of
equity,  these gains or losses are not included in regulatory  capital
for  purposes  of computing capital adequacy ratios.  In  the  current
interest  rate environment it is anticipated that future purchases  of
securities will be classified as available for sale.

   As  a  result of this reclassification, Hibernia had no  securities
held  to  maturity  for  the first quarter of 1996  compared  to  $1.9
billion in the same period a year ago.

   Short-Term Investments.  Average short-term investments  (primarily
federal  funds  sold) for the three months ended March  31,  1996,  of
$193.0  million  were relatively unchanged from an average  of  $191.1
million  in  the first quarter of 1995. Average short-term investments
were up $104.4 million (118%) from the fourth-quarter 1995 average  of
$88.6 million, primarily due to higher deposit levels.


ASSET QUALITY

  Table 2 presents a summary of nonperforming assets at the end of the
past  five  quarters.   Table  3 presents  a  summary  of  changes  in
nonperforming loans for the three-month periods ended March  31,  1996
and 1995.

  Nonperforming assets -- which include nonaccrual loans, restructured
loans  and  foreclosed assets -- totaled $27.1 million  at  March  31,
1996,   down  11%  compared  to  $30.6  million  at  March  31,  1995.
Nonperforming  loans, which totaled $18.5 million at March  31,  1996,
declined  $3.3 million (15%) from a year ago, while foreclosed  assets
which  totaled $8.6 million at March 31, 1996, were down  $.2  million
(2%)  from  a  year  earlier.  Nonperforming assets were  up  slightly
compared to $25.6 million  at December 31, 1995.

   At  March  31,  1996, the recorded investment in  loans  that  were
considered  to be impaired under SFAS No. 114 was $17.3 million.   The
related  reserve  for  possible loan losses  was  $2.7  million.   The
comparable  amounts  at  March 31, 1995 were $20.1  million  and  $1.9
million,  respectively.  These loans are included in nonaccrual  loans
in Table 2.

  As illustrated in Table 3, loans totaling $5.4 million were added to
nonperforming  loans during the first quarter of 1996.   Payments  and
sales resulted in a $1.5 million reduction in nonperforming loans  and
charge-offs  further  reduced nonperforming  loans  in  1996  by  $2.6
million.   As  a  percentage of total loans  plus  foreclosed  assets,
nonperforming assets at March 31, 1996, improved to .57% from  .79%  a
year ago and were substantially unchanged from year-end 1995.


   In  addition  to  the nonperforming assets discussed  above,  other
commercial  loans for which payments are current that are  subject  to
potential future classification as nonperforming totaled $21.8 million
as of March 31, 1996.




RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES

   No  provision for possible loan losses was recorded for  the  first
quarter  of  1996.   A  nominal provision was recorded  in  the  first
quarter  of  1995  at  one  of the merged banks.   The  absence  of  a
provision thus far in 1996 is a reflection of continued strong reserve
coverage.   The  reserve for possible loan losses as a  percentage  of
nonperforming  loans was 784% at March 31, 1996, compared  to  705%  a
year ago, and 853% at December 31, 1995.

   Net  charge-offs totaled $2.8 million in the first quarter of 1996,
compared to $.2 million in the first quarter of 1995.  As a percentage
of  average loans, annualized net charge-offs were .24% for the  first
quarter of 1996 and .02% for the same period in 1995.


   The  reserve  for possible loan losses totaled $144.9  million,  or
3.05%  of  total loans, at March 31, 1996, compared to $153.8 million,
or  3.99%, a year earlier.  In terms of both dollar amount  and  as  a
percentage  of  loans, the reserve for possible loan losses  has  been
declining  over  the  last ten quarters.  Management  has  deemed  the
present  level to be adequate to absorb future potential loan  losses,
considering the level and mix of the loan portfolio, current  economic
conditions and market trends.  Because factors such as loan growth and
the  future collectibility of loans are uncertain, the level of future
provisions (positive or negative), if any, cannot be predicted.  Table
4  presents  an analysis of the activity in the reserve  for  possible
loan losses for the first quarter of 1996 and 1995.


FUNDING SOURCES:

DEPOSITS AND BORROWINGS

   Deposits.   Average  deposits totaled $6.2  billion  in  the  first
quarter of 1996, a $158.0 million (3%) increase from the first quarter
of  1995.   Average core deposits were up $69.8 million  (1%)  due  to
increases in consumer time deposits and demand deposits.

   NOW  account  average balances were down $489.3 million  and  money
market deposit accounts were up $405.1 million in the first quarter of
1996 compared to the first quarter of 1995.  During the fourth quarter
of  1995, Hibernia instituted a new product, the Reserve Money Manager
account,  in  which  each NOW account is joined with  a  money  market
account.  As needed, funds are moved from the money market account  to
cover items presented for payment to the customer's NOW account up  to
a  maximum  of six such transfers per statement cycle.  Excluding  the
$535.7  million effect on average balances (reducing 1996 NOW  account
average  balances and increasing money market deposit account  average
balances)  NOW  account average balances were up $46.4  million  (7%).
Money  market deposit account average balances (net of the  effect  of
the Reserve Money Manager accounts) were down $130.6 million (12%), as
the  rate  paid  on these accounts was less attractive than  those  of
other investment products.

   Noncore  deposits  increased $88.2 million  (10%)  from  the  first
quarter  of  1995  as  public fund certificates of  deposit  increased
$105.5  million  (16%) in part due to greater access  in  new  markets
(through mergers) to public agency funds as well as increases in funds
from existing relationships.

   Table 5 presents the composition of average deposits for the  first
quarter of 1996 and the fourth and first quarters of 1995.


    Borrowings.   Average  borrowings  (which  include  federal  funds
purchased,  securities sold under agreements to repurchase  and  debt)
increased $107.6 million (59%) to $288.6 million for the first quarter
of 1996 compared to the first quarter of 1995.

  Average short-term borrowings in the first quarter of 1996 increased
$111.4  million  (66%)  over  the comparable  period  in   1995.   The
increase  was  primarily  due to growth in  cash  management  products
(primarily  repurchase  agreements which "sweep"  funds  from  deposit
accounts) as a result of continued marketing efforts.  These  products
allow   Hibernia   customers  to  earn  interest  on  idle   deposits.
Fluctuations  in short-term borrowings can also stem from  differences
in the timing of the expansion of lending opportunities and the growth
of   other  funding  sources  (deposits  and  proceeds  from  maturing
securities).  The Company's reliance on these funds, while higher than
a  year ago, is still within parameters determined by management to be
prudent in terms of liquidity and interest rate sensitivity.
     
   The  increases  in short-term borrowings were partially  offset  by
decreases  in  long-term  debt totaling $3.8  million  for  the  first
quarter  of  1996 compared to the same period in 1995.  The  Company's
long-term  debt at March 31, 1996, is comprised of advances  from  the
Federal Home Loan Bank of Dallas.


INTEREST RATE SENSITIVITY

   The  primary objective of asset/liability management is controlling
interest  rate  risk.   On  a monthly basis, management  monitors  the
sensitivity  of  net  interest income to  changes  in  interest  rates
through  methods that include simulation and gap reports. Using  these
tools,  management  attempts to optimize the  asset/liability  mix  to
minimize the impact of significant rate movements within a broad range
of interest rate scenarios.  Management may alter the mix of floating-
and  fixed-rate assets and liabilities, change pricing  schedules  and
enter  into derivative contracts as a means of limiting interest  rate
risk.

  On a limited basis, the Company has entered into interest rate swap,
forward  and option contracts to hedge interest rate risk on  specific
assets  and liabilities.  At March 31, 1996 no such contracts were  in
effect.

   Derivative  financial instruments are also held or  issued  by  the
Company  for  trading  purposes to provide customers  the  ability  to
manage their own interest rate and foreign exchange risk.  In general,
matched  trading  positions are established to minimize  risk  to  the
Company.   The  notional  value of these  instruments  totaled  $271.7
million  at  March  31,  1996.  In addition to these  customer-related
derivative financial instruments, the Company has entered into trading
contracts for its own account which total $36.3 million.  As of  March
31, 1996, Hibernia's risk of loss due to interest rate fluctuations on
trading derivatives was approximately $.3 million.


RESULTS OF OPERATIONS:

NET INTEREST INCOME

   Taxable-equivalent net interest income for the three  months  ended
March  31, 1996, totaled $83.9 million, an $8.6 million increase  from
the  same  period in 1995 and a $2.5 million increase from the  fourth
quarter  of 1995.  Factors contributing to the increase from  the  the
first  quarter of 1995 include: the positive effect of the  change  in
the  mix  of earning assets from lower-yielding investments  to  loans
(67.1% of average earning assets in the first quarter of 1996 compared
to  58.1%  in the first quarter of 1995); the growing contribution  of
Hibernia's  net  noninterest  bearing funds  (demand  deposits,  other
liabilities  and  equity, net of nonearning  assets)  as  these  funds
increased as a proportion of earning assets; overall growth in earning
assets; and higher yields on securities.  These factors were partially
offset by lower yields on loans (market rates in the first quarter  of
1996 were down approximately 50 basis points from the first quarter of
1995),  and  higher rates paid on deposits as a result of the  lag  in
repricing  of CDs and the shift of funds from lower rate money  market
deposits into certificates of deposit.

   The  increase in net interest income in the first quarter  of  1996
compared  to  the fourth quarter of 1995 was due to the  same  factors
discussed  above except that securities yields were down slightly  and
deposit rates decreased.

   The net interest margin was 4.87% for the first quarter of 1996, up
23  basis points from the first quarter of 1995, and up 3 basis points
from the fourth quarter of 1995.  The net interest margin has improved
from the first quarter of 1995 primarily due to the positive effect of
the  change in the mix in earning assets to higher yielding loans--the
major  factor in the 25-basis-point increase in the overall  yield  on
interest earning assets.  The growth of Hibernia's noninterest-bearing
funds  also  contributed to the increase in the net  interest  margin.
Table  6  details  the net interest margin for the  most  recent  five
quarters.

  Table 7 presents an analysis of the Company's taxable-equivalent net
interest income and average balance sheets for the three months  ended
March  31,  1996, December 31, 1995 and March 31, 1995.  Although  the
rate paid on NOW accounts shows an increase of 88 basis points for the
first  quarter  of  1996 compared to the first quarter  of  1995  this
increase  is due to the reclassification of the Reserve Money  Manager
funds   from  NOW's  into  money  market  balances.   Excluding   this
reclassification, the NOW rate would have been 2.18%,  unchanged  from
the first quarter of 1995.

   Table  8 presents an analysis of changes in taxable-equivalent  net
interest  income  between the first quarter of  1996  and  the  fourth
quarter  of 1995 and between the first quarter of 1996 and  the  first
quarter of 1995.


NONINTEREST INCOME

  Noninterest income for the first quarter of 1996 was up $1.7 million
(7%)  to  $25.8 million compared to the same period of 1995  primarily
due to increases in service charges on deposits ($1.2 million), a gain
on  the settlement of an acquired loan ($1.4 million), and an increase
in  gains  on sales of mortgage loans ($.9 million).  These  increases
were  partially offset by a $2.4 million gain recorded in 1995 related
to  the divestiture of three banking offices in Northwest Louisiana in
connection with Hibernia's merger with Pioneer Bancshares Corporation,
and  by a $.6 million fee earned in 1995 to amend the terms of a large
commercial credit.

   The gain on the settlement of an acquired loan, the divestiture  of
three banking offices and the fee earned to amend the terms of a large
commercial  credit  are  nonrecurring items.  Excluding  these  items,
noninterest  income increased $3.2 million (15%) in the first  quarter
of  1996  over  the  first quarter of 1995.  The major  categories  of
noninterest income for the three months ended March 31, 1996, and  the
comparable period in 1995 are presented in Table 9.

   Service  charges on deposits increased $1.2 million (11%) primarily
due  to  increases  in the price for certain deposit  activities,  the
number of accounts and commercial account analysis fees.

   Trust  fees were up $.2 million (8%) for the first quarter of  1996
compared  to  the same period in 1995 primarily due to  new  business,
partially  offset  by  lower income due to  the  sale  of  the  Bank's
municipal  bond administration business, which occurred in the  second
quarter of 1995.

   Other  service, collection and exchange fees were up  $1.6  million
(28%)  in  the first quarter of 1996 compared to the first quarter  of
1995.   The major factors in this increase were significant growth  in
fees  generated  by the Bank's upgraded and expanded ATM  network,  an
increase in commissions from the sale of credit insurance products and
growth in fees from retail investment services.


   Other  income decreased $1.3 million (30%) in the first quarter  of
1996  compared to the same period in 1995. Excluding the $1.4  million
gain  and  the  $.6  million fee previously  mentioned,  other  income
increased $.2 million (17%).


NONINTEREST EXPENSE

   For  the  first quarter of 1996, noninterest expense totaled  $70.0
million,  a $.4 million (1%) increase from the first quarter of  1995.
Included  in noninterest expense is $2.1 million related to Hibernia's
strategic  improvement  process  -- Vision  2000.   Through  customer-
focused  business  process redesign and technology enhancements,  this
corporate-wide  effort will provide opportunities to increase  revenue
and  reduce  costs.  In addition, Vision 2000 will  create  a  culture
which will facilitate continuous improvement.  Noninterest expense for
the  three months ended March 31, 1996 and 1995, is presented by major
category in Table 10.

  Staff costs, the largest component of noninterest expense, increased
$3.3  million (10%) in the first quarter of 1996 compared to the  same
period  a  year  ago.   Costs related to the Hibernia  employee  stock
ownership  plan (ESOP) which was instituted in the second  quarter  of
1995,  an  increase in Hibernia's contributions to  the  401(k)  plan,
higher  accruals for incentives and bonuses, and increases in  various
medical and insurance benefits were the major factors contributing  to
the increase.

   Occupancy and equipment expenses increased $.4 million (4%) in  the
first  quarter  of  1996  compared to the first  quarter  of  1995  as
equipment  expenses  were  up $.6 million (12%).   This  increase  was
primarily due to higher depreciation expenses related to the  purchase
of  computer  equipment  to facilitate system conversions  for  merged
banks and to upgrade the Company's teller systems, ATMs and wide  area
network.

   Data processing expenses decreased $.4 million (8%).  Before Vision
2000 expenses of $1.3 million, data processing expenses were down $1.7
million.    The  1995 quarter included duplicate expenses  to  outside
vendors  as Hibernia completed its conversion to a new data  processor
in  the  first  quarter of 1995.  Increased efficiencies derived  from
combining  the separate operations of merger partners also contributed
to the decrease.

   Income  from  foreclosed  property, net of  expenses,  totaled  $.8
million  in  the  first quarter of 1996, compared  to  less  than  $.1
million  for the same period a year ago as the first quarter  of  1996
included   significant  gains  on  the  sale  of  several  properties.
Regulatory  expenses decreased $3.5 million (93%) in the 1996  quarter
compared  to 1995 due to the virtual elimination of FDIC premiums  for
well-capitalized, highly-rated banks.

   Telecommunications expenses increased $.6 million (36%),  primarily
due  to  a  change in the manner in which these expenses are incurred.
During  1995, Hibernia built and outsourced the operation of  its  own
wide  area network to replace the network of its prior data processing
provider.   Expenses that were previously included in data  processing
are  currently  classified as telecommunications.  In  addition,  data
line  expenses  related  to  the  Bank's  enhanced  ATM  network  also
increased  telecommunications expenses.  Professional  fees  decreased
$.9  million  (38%)  as the decreases in legal and  professional  fees
related to mergers more than offset Vision 2000 consultant fees.

    State  taxes  on equity increased $.4 million (38%)  in  the  1996
quarter  compared  to  1995  due to the  increased  level  of  equity.
Advertising and promotional expenses increased in the first quarter of
1996  compared  to  the same period of 1995 because of  merger-related
marketing  efforts and a general increase in advertising  and  product
development.

   The Company's efficiency ratio, defined as noninterest expense as a
percentage  of taxable-equivalent net interest income plus noninterest
income  (excluding securities transactions), was 63.76% for the  first
quarter  of 1996 compared to 69.93% for the same period in 1995.   The
improvement  in  efficiency reflects increases in net interest  income
and noninterest income without a corresponding increase in overhead.


INCOME TAXES

   The  Company  recorded $13.7 million in income taxes in  the  first
quarter of 1996 and $2.5 million in the first quarter of 1995.  During
1995, the Company recorded federal income taxes at a lower-than-normal
effective  tax  rate  due  to  previously  unrecognized  deferred  tax
benefits.

   The Bank is subject to a Louisiana shareholder tax based partly  on
income.   The  income portion of this tax is recorded as state  income
tax.   In  addition, certain subsidiaries of the Company and the  Bank
are subject to Louisiana state income tax.

CAPITAL

   Shareholders'  equity totaled $739.0 million  at  March  31,  1996,
compared  to  $642.7  million at March  31,  1995.   The  increase  is
primarily  the  result of net income over the most  recent  12  months
totaling  $124.5  million, and a $15.9 million  net  increase  due  to
changes  in  unrealized gains and losses on securities  available  for
sale,  partially  offset by $30.2 million in  dividends  and  a  $14.4
million  increase  in  unearned  compensation  related  to  the   ESOP
instituted  on April 1, 1995.  Risk-based capital and leverage  ratios
exceed  the  ratios  required for designation as a  "well-capitalized"
institution  under  regulatory guidelines.  Table  11  presents  these
ratios for the most recent five quarters.

   The  Company's  strong capital position allowed  Hibernia  to  take
advantage  of  two attractive merger opportunities.   The  anticipated
purchase  transactions with CM Bank Holding Company  and  St.  Bernard
Bank  and  Trust,  expected  to close later  this  year,  will  enable
Hibernia  to  better  leverage its capital by  adding  assets  without
increasing equity.  Although Hibernia's capital ratios will decline as
a  result of these mergers, they would still exceed the minimum ratios
required for an institution to be designated by banking regulators  as
"well capitalized."

LIQUIDITY

   The  loan-to-deposit ratio, one measure of liquidity, was 75.2%  at
March  31,  1996, 72.8% at December 31, 1995, and 63.4% at  March  31,
1995.   This  increase  indicates that loans are growing  faster  than
deposits,  necessitating greater reliance on other sources  of  funds.
Although  short-term borrowings have increased in  the  past  year,  a
significant portion of the purchased funds is part of a total customer
relationship, and thus is not subject to the same volatility as  other
sources  of  noncore  funds.   A measure  of  reliance  on  short-term
borrowings and other large liabilities (such as large-denomination and
public  fund  CD's  and  foreign  deposits)  is  the  large  liability
dependence ratio.  For the first quarter of 1996, 16.16% of Hibernia's
loans  and  investment securities were funded by net large liabilities
(total  large  liabilities  less short-term investments)  compared  to
14.00% for the same period in 1995.

   Liquidity  needs  can be met by the conversion  of  assets  and  by
raising additional funds.  Reductions in short-term investments, sales
of securities available for sale and securitization of portions of the
loan  portfolio are some of the ways to meet liquidity  needs  through
the  conversion  of assets.  Hibernia attempts to meet  the  need  for
additonal funding primarily through the generation of deposits by  its
extensive  retail  office network.  In addition, the Company's  strong
financial  condition and profitability provide ample access to  large-
denomination  liabilities  as a source of  liquidity.   These  include
certificates  of  deposit  greater  than  $100,000  and  public   fund
deposits,  as well as funds which can be purchased through the  Bank's
membership  in  the  Federal  Home  Loan  Bank  of  Dallas  and   from
correspondent banks.



<TABLE>
<CAPTION>
TABLE 1  -  COMPOSITION OF LOAN PORTFOLIO
                             March 31, 1996       December 31, 1995        March 31, 1995
($ in millions)              Loans       %           Loans       %         Loans       %
<S>                      <C>          <C>        <C>          <C>      <C>          <C>   
Commercial:
 Commercial and
     industrial            $ 993.4     20.9 %      $ 919.9     20.3 %    $ 703.8     18.3 %
 Commercial real estate      440.0      9.2          440.4      9.7        483.6     12.5
 Services                    394.1      8.3          362.1      8.0        294.7      7.6
 Health care                 208.2      4.4          191.6      4.2        218.2      5.7
 Transportation,  utilities
     and communications      182.1      3.8          192.5      4.2        148.5      3.9
 Individual                  103.1      2.2          102.2      2.3         96.5      2.5
 Energy                      102.6      2.2           93.3      2.1         90.9      2.4
     Total commercial      2,423.5     51.0        2,302.0     50.8      2,036.2     52.9
Consumer:
 Residential mortgages:
     First mortgages       1,047.2     22.0        1,005.6     22.2        793.0     20.5
     Junior liens             92.0      1.9           91.0      2.0         83.3      2.2
 Indirect                    703.4     14.8          660.7     14.6        535.1     13.9
 Revolving credit             97.6      2.1           91.9      2.0         76.5      2.0
 Student                         -        -            0.7        -        100.4      2.6
 Other                       391.2      8.2          381.9      8.4        228.2      5.9
     Total consumer        2,331.4     49.0        2,231.8     49.2      1,816.5     47.1

Total loans              $ 4,754.9    100.0 %    $ 4,533.8    100.0 %  $ 3,852.7    100.0 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 2  -  NONPERFORMING ASSETS
                                             March 31        Dec. 31         Sept. 30        June 30        March 31
($ in thousands)                                1996            1995            1995           1995           1995
<S>                                        <C>             <C>             <C>             <C>            <C>
Nonaccrual loans                           $   18,492      $   17,318      $   19,611      $  20,858      $  21,801
Restructured loans                                  -               -               -              -              -
    Total nonperforming loans                  18,492          17,318          19,611         20,858         21,801
Foreclosed assets                               8,601           8,290           8,550          8,297          8,766
    Total nonperforming assets             $   27,093      $   25,608      $   28,161      $  29,155      $  30,567
Accruing loans past due
    90 days or more                        $    5,795      $    2,794      $    2,843      $   5,311      $   4,303
Reserve for possible loan losses           $  144,913      $  147,678      $  152,053      $ 152,235      $ 153,777
Nonperforming loans as a percentage
    of total loans                               0.39  %         0.38 %          0.46 %         0.51 %         0.57 %
Nonperforming assets as a percentage
    of total loans plus foreclosed assets        0.57 %          0.56 %          0.66 %         0.72 %         0.79 %
Reserve for possible loan losses as a
    percentage of nonperforming loans          783.65 %        852.74 %        775.35 %       729.86 %       705.37 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 3  -  SUMMARY OF NONPERFORMING LOAN ACTIVITY

                                        Three Months
                                        Ended March 31
($ in thousands)                1996                    1995
<S>                             <C>                   <C>    
Nonperforming loans
    at beginning of period      $    17,318           $      27,631
Additions                             5,358                   5,000
Charge-offs, gross                   (2,642)                 (2,537)
Returns to performing status            (28)                 (4,362)
Payments / sales / other             (1,514)                 (3,931)
Nonperforming loans
    at end of period            $    18,492           $      21,801
</TABLE>

<TABLE>
<CAPTION>
TABLE 4  -  RESERVE FOR POSSIBLE LOAN LOSSES ACTIVITY
                                                   Three Months
                                                   Ended March 31
<S>                                    <C>                  <C>    
($ in thousands)                             1996                    1995
Balance at beginning of period         $   147,678          $      153,957
Loans charged off                           (6,684)                 (5,686)
Recoveries                                   3,919                   5,501
Net loans charged off                       (2,765)                   (185)
Provision for possible loan losses               -                       5
Balance at end of period               $   144,913          $      153,777
Reserve for possible loan losses
    as a percentage of loans                  3.05  %                 3.99 %
Annualized net charge-offs as a
    percentage of average loans               0.24 %                  0.02 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 5  -  DEPOSIT COMPOSITION
                                       First Quarter 1996        Fourth Quarter 1995       First Quarter 1995
                                       Average       % of        Average       % of        Average      % of
($ in millions)                       Balances     Deposits     Balances     Deposits     Balances    Deposits
<S>                                   <C>           <C>         <C>           <C>         <C>          <C>   
Demand, noninterest-bearing           $1,164.3       18.7 %     $1,119.3       18.5 %     $1,085.2      17.8 %
NOW accounts                             219.4        3.5          286.2        4.7          708.7      11.6
Money market deposit accounts          1,466.4       23.5        1,359.9       22.4        1,061.3      17.4
Savings accounts                         352.3        5.6          348.6        5.8          356.9       5.9
Other consumer time deposits           2,041.9       32.7        2,035.6       33.6        1,962.4      32.3
    Total core deposits                5,244.3       84.0        5,149.6       85.0        5,174.5      85.0
Public fund certificates of
    deposit of $100,000 or more          776.0       12.4          689.3       11.4          670.5      11.0
Certificates of deposit of
    $100,000 or more                     184.8        3.0          190.6        3.1          205.1       3.4
Foreign time deposits                     38.5        0.6           33.1        0.5           35.5       0.6
    Total deposits                    $6,243.6      100.0 %     $6,062.6      100.0 %     $6,085.6     100.0 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 6  -  NET INTEREST MARGIN (taxable-equivalent)

                                         1996                             1995
                                       First         Fourth         Third          Second          First
                                       Quarter        Quarter        Quarter        Quarter        Quarter
<S>                                      <C>            <C>            <C>            <C>            <C>      
Yield on earning assets                   8.23  %        8.27 %         8.20 %         8.14 %         7.98 %
Rate on interest-bearing liabilities      4.34           4.41           4.43           4.45           4.22
       Net interest spread                3.89           3.86           3.77           3.69           3.76
Contribution of
   noninterest-bearing funds              0.98           0.98           0.93           0.93           0.88
       Net interest margin                4.87 %         4.84 %         4.70 %         4.62 %         4.64 %
Noninterest-bearing funds
   supporting earning assets             22.46 %        22.12 %        21.10 %        20.86 %        20.84 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 7  -  CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (1)
Taxable-equivalent basis (2)                         First Quarter 1996         Fourth Quarter 1995        First Quarter 1995
(Average balances $ in millions,                      Average                    Average                    Average
interest $ in thousands)                             Balance  Interest   Rate   Balance   Interest   Rate  Balance   Interest  Rate
<S>                                                 <C>      <C>        <C>    <C>       <C>       <C>    <C>       <C>       <C>
ASSETS
Interest-earning assets:
 Loans (3)                                          $4,645.8 $105,240   9.11 % $4,410.0  $101,870  9.16 % $3,800.0  $ 86,920  9.28 %
 Securities available for sale (4)                   2,083.6   34,003   6.53      585.7     9,816  6.70      607.9     9,716  6.39
 Securities held to maturity                               -        -      -    1,617.3    26,422  6.52    1,946.8    29,889  6.16
  Total securities                                   2,083.6   34,003   6.53    2,203.0    36,238  6.57    2,554.7    39,605  6.22
 Short-term investments                                193.0    2,569   5.35       88.6     1,316  5.89      191.1     2,716  5.77
  Total interest-earning assets                      6,922.4 $141,812   8.23 %  6,701.6  $139,424  8.27 %  6,545.8  $129,241  7.98 %
Reserve for possible loan losses                      (147.0)                    (151.2)                    (153.4)
Noninterest-earning assets:
 Cash and due from banks                               305.3                      296.1                      310.8
 Other assets                                          311.0                      316.9                      317.5
  Total noninterest-earning assets                     616.3                      613.0                      628.3
           Total assets                             $7,391.7                   $7,163.4                   $7,020.7

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
 Interest-bearing deposits:
  NOW accounts                                      $  219.4 $  1,667   3.06 % $  286.2  $  1,830  2.54 % $  708.7  $  3,807  2.18 %
  Money market deposit accounts                      1,466.4    8,747   2.40    1,359.9     8,216  2.40    1,061.3     7,444  2.84
  Savings accounts                                     352.3    1,830   2.09      348.6     1,882  2.14      356.9     1,995  2.27
  Other consumer time deposits                       2,041.9   28,840   5.68    2,035.6    29,584  5.77    1,962.4    25,733  5.32
  Public fund certificates of deposits
      of $100,000 or more                              776.0   10,515   5.45      689.3     9,987  5.75      670.5     9,717  5.88
  Certificates of deposits of $100,000 or more         184.8    2,319   5.05      190.6     2,359  4.91      205.1     2,432  4.81
  Foreign time deposits                                 38.5      544   5.68       33.1       464  5.56       35.5       485  5.54
       Total interest-bearing deposits               5,079.3   54,462   4.31    4,943.3    54,322  4.36    5,000.4    51,613  4.19
 Short-term borrowings                                 281.3    3,314   4.74      266.9     3,581  5.32      169.9     2,092  4.99
 Debt                                                    7.3      111   6.13        8.7       131  5.99       11.1       169  6.20
  Total interest-bearing liabilities                 5,367.9 $ 57,887   4.34 %  5,218.9  $ 58,034  4.41 %  5,181.4  $ 53,874  4.22 %
Noninterest-bearing liabilities:
 Demand deposits                                     1,164.3                    1,119.3                    1,085.2
 Other liabilities                                     119.3                      125.2                      131.3
  Total noninterest-bearing liabilities              1,283.6                    1,244.5                    1,216.5
Total shareholders' equity                             740.2                      700.0                      622.8
       Total liabilities and shareholders' equity   $7,391.7                   $7,163.4                   $7,020.7

SPREAD AND NET YIELD
Interest rate spread                                                    3.89 %                     3.86 %                     3.76 %
Cost of funds supporting interest-earning assets                        3.36 %                     3.43 %                     3.34 %
Net interest income/margin                                   $ 83,925   4.87 %           $ 81,390  4.84 %           $ 75,367  4.64 %

(1)  All financial information has been restated for mergers accounted for as 
     poolings of interests.
(2)  Based on the statutory income tax rate of 35%.
(3)  Excludes unearned income.  Yield computations include nonaccrual loans 
     in loans outstanding.
(4)  Yield computations are based on book values of securities available for
     sale.
</TABLE>

<TABLE>
<CAPTION>
TABLE 8 - CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME (1)

                                                                 First Quarter 1996 compared to:
                                               Fourth Quarter 1995                           First Quarter 1995
                                                               Increase (Decrease) Due to Change In:
($ in thousands)                    Volume              Rate          Total       Volume             Rate          Total
<S>                             <C>             <C>             <C>          <C>             <C>             <C>     
Taxable-equivalent
    interest earned on:
   Loans                        $     5,369     $    (1,999)    $    3,370   $    19,167     $      (847)    $   18,320
   Securities available for sale     24,451            (264)        24,187        24,078             209         24,287
   Securities held to maturity      (26,422)              -        (26,422)      (29,889)              -        (29,889)
   Short-term investments             1,403            (150)         1,253            27            (174)          (147)
         Total                        4,801          (2,413)         2,388        13,383            (812)        12,571

Interest paid on:
   NOW accounts                        (471)            308           (163)       (3,309)          1,169         (2,140)
   Money market
       deposit accounts                 636            (105)           531         2,536          (1,233)         1,303
   Savings accounts                      20             (72)           (52)          (25)           (140)          (165)
   Other consumer time                   91            (835)          (744)        1,070           2,037          3,107
   Public fund certificates of
       deposit of $100,000 or more    1,203            (675)           528         1,459            (661)           798
   Certificates of deposit
       of $100,000 or more              (72)             32            (40)         (249)            136           (113)
   Foreign deposits                      76               4             80            43              16             59
   Short-term borrowings                187            (454)          (267)        1,315             (93)         1,222
   Long-term debt                       (21)              1            (20)          (58)              -            (58)
         Total                        1,649          (1,796)          (147)        2,782           1,231          4,013
Taxable-equivalent
   net interest income         $      3,152     $      (617)    $    2,535   $    10,601     $    (2,043)    $    8,558

(1)Change due to mix (both rate and volume) has been allocated to volume and rate changes in proportion to the relationship
   of the absolute dollar amounts to the changes in each.
</TABLE>

<TABLE>
<CAPTION>
TABLE 9  -  NONINTEREST INCOME
                                                       Three Months Ended
                                                                       Percentage
                                           March 31         March 31    Increase
($ in thousands)                              1996            1995      (Decrease)
<S>                                     <C>            <C>                 <C>
Service charges on deposits             $   12,169     $    11,010           11 %
Trust fees                                   3,034           2,821            8
Other service, collection and
    exchange charges:
 Retail investment service income            1,834           1,551           18
 Mortgage loan servicing income              1,799           1,843           (2)
 ATM fees                                    1,544           1,022           51
 Other                                       2,291           1,410           62
Total other service, collection
    and exchange charges                     7,468           5,826           28
Other income:
 Gain on divestiture
      of banking offices                         -           2,361         (100)
 Other income                                3,129           2,084           50
Total other income                           3,129           4,445          (30)
Securities gains (losses), net                   -               3         (100)
 Total Noninterest Income               $   25,800     $    24,105            7 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 10  -  NONINTEREST EXPENSE
                                               Three Months Ended
                                                                       Percentage
                                          March 31        March 31       Increase
($ in thousands)                            1996            1995       (Decrease)
<S>                                    <C>              <C>                   <C>
Salaries                               $  29,087        $ 27,243                7 %
Benefits                                   6,662           5,181               29
 Total staff costs                        35,749          32,424               10
Occupancy, net                             6,145           6,301               (2)
Equipment                                  5,265           4,685               12
 Total occupancy and equipment            11,410          10,986                4
Data processing                            5,249           5,688               (8)
Foreclosed property expense, net            (791)            (42)             N/M
Regulatory expense                           272           3,761              (93)
Postage                                    1,463           1,254               17
Stationery and supplies                    1,543           1,658               (7)
Telecommunications                         2,186           1,606               36
Professional fees                          1,388           2,256              (38)
State taxes on equity                      1,500           1,089               38
Advertising and promotional expenses       2,305           1,526               51
Amortization of intangibles                  960             927                4
Other                                      6,725           6,424                5
 Total Noninterest Expense             $  69,959        $ 69,557                1 %
Efficiency ratio   (1)                     63.76 %         69.93 %

 (1)  Noninterest expense as a percentage of taxable-equivalent net
 interest income plus noninterest income (excluding securities transactions).

 N/M = not meaningful
</TABLE>

<TABLE>
<CAPTION>
TABLE 11  -  QUARTERLY SELECTED CAPITAL RATIOS
                                     March 31     Dec. 31      Sept. 30    June 30     March 31
                                        1996         1995        1995        1995        1995
<S>                                    <C>          <C>         <C>         <C>         <C>
Risk-based capital:
 Tier 1 risk-based capital ratio       14.25%       14.49%      14.79%      14.78%      15.45%
 Total risk-based capital ratio        15.52%       15.76%      16.07%      16.05%      16.73%
Leverage ratio                          9.71%        9.76%       9.34%       9.05%       8.99%
</TABLE>


<PAGE>
PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings

      The  Company  and the Bank are parties to  certain  pending
legal  proceedings  arising  from  matters  incidental  to  their
business  and other matters discussed below. Management  believes
that the aggregate unreserved liability or loss, if any, of legal
proceedings   will  not  have  a  significant   effect   on   the
consolidated financial condition or results of operations of the 
Company.

      Except  for such proceedings incidental to the business  of
the  Company  and  its subsidiary, there are no pending  material
legal proceedings except as described below:

      On  January  5, 1996, suit was filed in the  United  States
District Court for the Southern District of Mississippi under the
name  Ronald  K.  Humphrey v. Hibernia National  Bank.  Plaintiff
brought  this  action  on  behalf  of  all  plaintiffs  who  were
borrowers  of  the  Bank  for  whom  the  bank  alleged  extended
unauthorized  credit  for  the  forced  placement  of  collateral
protection  insurance.   Plaintiff alleges  that  all  plaintiffs
received  no  benefit from the insurance, the insurance  included
endorsements  and coverages that were unauthorized  by  the  loan
documents,   worthless,   excluded   or   routinely   dishonored.
Plaintiff  further  alleges that the cost of  the  insurance  was
excessive.  Plaintiff alleges violations of a number of  laws  by
the Bank, including, but not limited to, RICO, fraud, negligence,
breach  of fiduciary duty and breach of contract.  The  Bank  has
entered  into  an  order  with  the  plaintiffs'  counsel   which
temporarily  certifies  this matter as a  class  action  for  the
limited purpose of discussing a possible settlement.  This  order
will  remain  in effect until July 23, 1996.  Plaintiff  has  not
alleged  a  specific amount of damages.  A class action  alleging
the  same  facts was filed in Louisiana in April of 1996,  and  a
single  claim  based on similar facts is pending in Louisiana  as
well.



Item 6.     Exhibits and Reports on Form 8-K

       (a)     Exhibits

       (b)     Reports on Form 8-K

                      A  report on Form 8-K dated April 17, 1996,
            was  filed by the registrant reporting Item  5  Other
            Events.


<PAGE>

                           SIGNATURES


   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 thereunto duly authorized to  sign
on behalf of the registrant.


                              HIBERNIA CORPORATION
                              (Registrant)





Date:  May 14, 1996    By:    /s/ Ron E. Samford, Jr.
                              Ron E. Samford, Jr.
                              Executive Vice President and
                              Controller (principal accounting
                              officer)






<TABLE> <S> <C>

<ARTICLE> 9
<CURRENCY> U. S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<EXCHANGE-RATE>                                      1
<CASH>                                         304,674
<INT-BEARING-DEPOSITS>                             484
<FED-FUNDS-SOLD>                               242,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  1,996,905
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                      4,754,917
<ALLOWANCE>                                    144,913
<TOTAL-ASSETS>                               7,474,608
<DEPOSITS>                                   6,321,124
<SHORT-TERM>                                   285,562
<LIABILITIES-OTHER>                            121,675
<LONG-TERM>                                      7,063
                                0
                                          0
<COMMON>                                       234,396
<OTHER-SE>                                     504,586
<TOTAL-LIABILITIES-AND-EQUITY>               7,474,608
<INTEREST-LOAN>                                104,209
<INTEREST-INVEST>                               33,672
<INTEREST-OTHER>                                 2,569
<INTEREST-TOTAL>                               140,450
<INTEREST-DEPOSIT>                              54,462
<INTEREST-EXPENSE>                              57,887
<INTEREST-INCOME-NET>                           82,563
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                 69,959
<INCOME-PRETAX>                                 38,404
<INCOME-PRE-EXTRAORDINARY>                      24,712
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    24,712
<EPS-PRIMARY>                                      .21
<EPS-DILUTED>                                      .21
<YIELD-ACTUAL>                                    4.87
<LOANS-NON>                                     18,492
<LOANS-PAST>                                     5,795
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 21,800
<ALLOWANCE-OPEN>                               147,678
<CHARGE-OFFS>                                    6,684
<RECOVERIES>                                     3,919
<ALLOWANCE-CLOSE>                              144,913
<ALLOWANCE-DOMESTIC>                           144,913
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         46,900
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
RESTATED FINANCIAL DATA SCHEDULE
</LEGEND>
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   9-MOS                   6-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1995             DEC-31-1995             DEC-31-1995
<PERIOD-END>                               DEC-31-1995             SEP-30-1995             JUN-30-1995             MAR-31-1995
<EXCHANGE-RATE>                                      1                       1                       1                       1
<CASH>                                         384,307                 315,957                 363,218                 298,126
<INT-BEARING-DEPOSITS>                             682                     880                  20,985                   9,864
<FED-FUNDS-SOLD>                                90,321                  94,530                  46,110                 101,649
<TRADING-ASSETS>                                     0                       0                       0                       0
<INVESTMENTS-HELD-FOR-SALE>                  2,163,123                 544,322                 563,796                 611,049
<INVESTMENTS-CARRYING>                               0               1,721,166               1,939,334               1,998,660
<INVESTMENTS-MARKET>                                 0               1,725,833               1,940,827               1,968,280
<LOANS>                                      4,533,822               4,279,128               4,063,207               3,852,738
<ALLOWANCE>                                    147,678                 152,053                 152,235                 153,777
<TOTAL-ASSETS>                               7,342,535               7,118,321               7,164,779               7,027,305
<DEPOSITS>                                   6,229,675               6,063,160               6,121,770               6,072,344
<SHORT-TERM>                                   258,532                 238,668                 260,682                 193,123
<LIABILITIES-OTHER>                            112,942                 118,976                 113,501                 108,265
<LONG-TERM>                                      8,667                   8,837                   9,101                  10,871
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                       234,383                 234,359                 234,305                 234,279
<OTHER-SE>                                     498,336                 454,321                 425,418                 408,423
<TOTAL-LIABILITIES-AND-EQUITY>               7,342,535               7,118,321               7,164,779               7,027,305
<INTEREST-LOAN>                                373,738                 272,876                 117,151                  85,838
<INTEREST-INVEST>                              154,486                 118,588                  80,202                  39,211
<INTEREST-OTHER>                                 7,060                   5,744                   3,445                   2,716
<INTEREST-TOTAL>                               535,284                 397,208                 260,798                 127,765
<INTEREST-DEPOSIT>                             215,135                 160,813                 105,838                  51,613
<INTEREST-EXPENSE>                             228,937                 170,903                 111,992                  53,874
<INTEREST-INCOME-NET>                          306,347                 226,305                 148,806                  73,891
<LOAN-LOSSES>                                    (135)                   (135)                   (140)                       5
<SECURITIES-GAINS>                                 (2)                    (53)                    (44)                       3
<EXPENSE-OTHER>                                269,329                 201,486                 136,880                  69,557
<INCOME-PRETAX>                                135,811                  98,721                  61,500                  28,434
<INCOME-PRE-EXTRAORDINARY>                     125,699                  90,879                  56,690                  25,939
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                   125,699                  90,879                  56,690                  25,939
<EPS-PRIMARY>                                     1.04                     .75                     .47                     .21
<EPS-DILUTED>                                     1.04                     .75                     .47                     .21
<YIELD-ACTUAL>                                    4.70                    4.65                    4.63                    4.64
<LOANS-NON>                                     17,318                  19,611                  20,858                  21,801
<LOANS-PAST>                                     2,794                   2,843                   5,311                   4,303
<LOANS-TROUBLED>                                     0                       0                       0                       0
<LOANS-PROBLEM>                                 23,100                   4,400                   6,400                   6,800
<ALLOWANCE-OPEN>                               152,053                 152,235                 153,777                 153,957
<CHARGE-OFFS>                                   24,297                  16,007                  10,804                   5,686
<RECOVERIES>                                    18,153                  14,239                   9,222                   5,501
<ALLOWANCE-CLOSE>                              147,678                 152,053                 152,235                 153,777
<ALLOWANCE-DOMESTIC>                           147,678                 152,053                 152,235                 153,777
<ALLOWANCE-FOREIGN>                                  0                       0                       0                       0
<ALLOWANCE-UNALLOCATED>                         45,700                  69,900                  67,300                  58,600
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
RESTATED FINANCIAL DATA SCHEDULE
</LEGEND>
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<EXCHANGE-RATE>                                      1
<CASH>                                         388,372
<INT-BEARING-DEPOSITS>                           8,157
<FED-FUNDS-SOLD>                               206,359
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    597,406
<INVESTMENTS-CARRYING>                       1,904,278
<INVESTMENTS-MARKET>                         1,831,666
<LOANS>                                      3,685,027
<ALLOWANCE>                                    153,957
<TOTAL-ASSETS>                               6,944,648
<DEPOSITS>                                   6,051,378
<SHORT-TERM>                                   160,218
<LIABILITIES-OTHER>                            115,439
<LONG-TERM>                                     11,846
                                0
                                          0
<COMMON>                                       234,080
<OTHER-SE>                                     371,687
<TOTAL-LIABILITIES-AND-EQUITY>               6,944,648
<INTEREST-LOAN>                                296,234
<INTEREST-INVEST>                              155,234
<INTEREST-OTHER>                                 7,554
<INTEREST-TOTAL>                               459,022
<INTEREST-DEPOSIT>                             161,516
<INTEREST-EXPENSE>                             169,936
<INTEREST-INCOME-NET>                          289,086
<LOAN-LOSSES>                                 (18,169)
<SECURITIES-GAINS>                             (2,364)
<EXPENSE-OTHER>                                292,267
<INCOME-PRETAX>                                103,181
<INCOME-PRE-EXTRAORDINARY>                      96,906
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    96,906
<EPS-PRIMARY>                                      .80
<EPS-DILUTED>                                      .80
<YIELD-ACTUAL>                                    4.61
<LOANS-NON>                                     21,607
<LOANS-PAST>                                     4,345
<LOANS-TROUBLED>                                 6,024
<LOANS-PROBLEM>                                 12,000
<ALLOWANCE-OPEN>                               189,286
<CHARGE-OFFS>                                   24,898
<RECOVERIES>                                    18,654
<ALLOWANCE-CLOSE>                              153,957
<ALLOWANCE-DOMESTIC>                           153,957
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         36,700
        

</TABLE>


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