HIBERNIA CORP
10-Q, 1996-08-14
NATIONAL COMMERCIAL BANKS
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<PAGE>
               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 June 30, 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 July 31, 1996
Class A Common Stock, no par value              122,202,494 Shares


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

Hibernia Corporation and Subsidiaries                               June 30        December 31          June 30
Unaudited ($ in thousands)                                             1996               1995             1995

<S>                                                              <C>              <C>                <C>
Assets
  Cash and due from banks                                        $  340,241       $    384,307       $  363,218
  Short-term investments                                             61,484             91,003           67,095
  Securities available for sale                                   1,880,789          2,163,123          563,796
  Securities held to maturity (estimated fair value
      at June 30, 1995 was $1,940,827)                                   -                  -         1,939,334
  Loans, net of unearned income                                   4,989,682          4,533,822        4,063,207
      Reserve for possible loan losses                             (143,999)          (147,678)        (152,235)
          Loans, net                                              4,845,683          4,386,144        3,910,972
  Bank premises and equipment                                       119,875            120,339          119,918
  Customers' acceptance liability                                       440                 -               115
  Other assets                                                      206,171            197,619          200,331
          Total assets                                           $7,454,683       $  7,342,535       $7,164,779

Liabilities
  Deposits:
      Demand, noninterest-bearing                                $1,119,969       $  1,187,993       $1,133,540
      Interest-bearing                                            5,173,305          5,041,682        4,988,230
          Total deposits                                          6,293,274          6,229,675        6,121,770
  Short-term borrowings                                             290,862            258,532          260,682
  Liability on acceptances                                              440                 -               115
  Other liabilities                                                 118,853            112,942          113,388
  Debt                                                                6,813              8,667            9,101
          Total liabilities                                       6,710,242          6,609,816        6,505,056

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 122,116,317,
     122,074,527 and 122,033,748 at June 30, 1996,
     December 31, 1995 and June 30, 1995, respectively              234,463            234,383          234,305
  Surplus                                                           375,632            375,544          375,032
  Retained earnings                                                 155,277            120,803           67,087
  Treasury stock at cost, 6,331; 17,407 and 10,746 shares at
     June 30, 1996, December 31, 1995 and June 30, 1995,
     respectively                                                       (65)              (183)             (94)
  Unrealized gains (losses) on securities available for sale         (6,476)            16,562             (563)
  Unearned compensation                                             (14,390)           (14,390)         (16,044)
          Total shareholders' equity                                744,441            732,719          659,723
          Total liabilities and shareholders' equity             $7,454,683       $  7,342,535       $7,164,779

See notes to consolidated financial statements.
</TABLE>




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

Hibernia Corporation and Subsidiaries
                                                         Three Months Ended        Six Months Ended
                                                              June 30                   June 30
Unaudited ($ in thousands, except per share data)        1996         1995         1996         1995
<S>                                                    <C>          <C>          <C>          <C>
Interest income
    Interest and fees on loans                         $110,343     $ 91,312     $214,552     $177,150
    Interest on securities available for sale            31,393        9,645       65,065       19,361
    Interest on securities held to maturity                  -        31,347           -        60,841
    Interest on short-term investments                    2,170          729        4,739        3,446
        Total interest income                           143,906      133,033      284,356      260,798
Interest expense
    Interest on deposits                                 54,956       54,225      109,418      105,838
    Interest on short-term borrowings                     3,518        3,734        6,832        5,826
    Interest on debt                                        105          159          216          328
        Total interest expense                           58,579       58,118      116,466      111,992
Net interest income                                      85,327       74,915      167,890      148,806
    Provision for possible loan losses                       -          (145)          -          (140)
Net interest income after provision
   for possible loan losses                              85,327       75,060      167,890      148,946
Noninterest income
    Service charges on deposits                          13,015       10,855       25,184       21,865
    Trust fees                                            3,013        2,882        6,047        5,703
    Other service, collection and exchange charges        8,459        6,942       15,927       12,768
    Gain on divestiture of banking offices                   -            -            -         2,361
    Gain on sale of business lines                          517        3,064          517        3,064
    Other operating income                                1,727        1,634        4,856        3,718
    Securities gains (losses), net                           -           (47)          -           (44)
        Total noninterest income                         26,731       25,330       52,531       49,435
Noninterest expense
    Salaries and employee benefits                       36,422       31,508       72,172       63,932
    Occupancy expense, net                                6,685        6,524       12,830       12,825
    Equipment expense                                     5,603        4,836       10,868        9,520
    Data processing expense                               4,958        4,626       10,208       10,315
    Foreclosed property expense, net                     (1,031)        (516)      (1,822)        (558)
    Other operating expense                              18,715       20,345       37,055       40,847
        Total noninterest expense                        71,352       67,323      141,311      136,881
Income before income taxes                               40,706       33,067       79,110       61,500
Income tax expense                                       14,103        2,316       27,795        4,811
Net income                                             $ 26,603     $ 30,751     $ 51,315     $ 56,689
Net income per share                                   $   0.22     $   0.26     $   0.43     $   0.47

See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Shareholders' Equity

Hibernia Corporation and Subsidiaries
Unaudited ($ in thousands, except per-share data)
                                                                                                Gains  
                                         Shares of                                            (Losses) on
                                            Common                                             Securities
                                             Stock     Common             Retained   Treasury  Available  Unearned
Six months ended June 30, 1996         Outstanding      Stock    Surplus  Earnings     Stock   for Sale   Compensation  

<S>                                    <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) 
Net income                                       -          -          -     51,315         -          -          -     
Issuance of common stock:
   Dividend Reinvestment Plan                6,594         13         61          -         -          -          -         
   Stock Option Plan                        72,764         62          5          -       418                     -       
   Restricted stock awards                   3,775          5         22          -        11          -          -         
Aquisition of treasury stock               (30,267)         -          -          -      (311)         -          -       
Cash dividends declared:
   Common ($.14 per share)                       -          -          -    (16,841)        -          -          -    
Change in unrealized gains (losses)
   on securities available for sale              -          -          -          -         -    (23,038)         -    
   Balances at June 30, 1996           122,109,986  $ 234,463  $ 375,632  $ 155,277  $    (65) $  (6,476) $ (14,390) 


                                                                                                Gains
                                         Shares of                                            (Losses) on
                                            Common                                             Securities
                                             Stock     Common             Retained   Treasury  Available  Unearned
Six months ended June 30, 1995         Outstanding      Stock    Surplus  Earnings   Stock     for Sale   Compensation  

Balances at December 31, 1994          121,616,747  $ 234,080  $ 374,744  $  23,851  $ (2,414) $ (24,494) $       -  
Net income                                       -          -          -     56,689         -          -          -     
Issuance of common stock:
   Dividend Reinvestment Plan               88,637        170        477          -         -          -          -        
   Stock Option Plan                         5,972         12         27          -         -          -          -         
   Retirement Security Plan                 62,845          -        (32)         -       512          -          -        
   Restricted stock awards                 259,547         43       (160)         -     1,902          -          -      
Aquisition of treasury stock               (10,746)         -          -          -       (94)         -          -        
Purchase of common shares                                                                                                    
   by ESOP                                       -          -          -          -         -          -    (16,044)   
Cash dividends declared:
   Common ($.12 per share)                       -          -          -    (13,100)        -          -          -    
   By pooled companies prior
     to merger                                   -          -          -       (447)        -          -          -       
Change in unrealized gains (losses)
   on securities available for sale              -          -          -          -         -     23,931          -     
Other                                            -          -        (24)        94         -          -          -         
   Balances at June 30, 1995           122,023,002  $ 234,305  $ 375,032  $  67,087  $    (94) $    (563) $ (16,044) 

See notes to consolidated financial statements.
</TABLE>

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

Hibernia Corporation and Subsidiaries
Six Months Ended June 30
Unaudited ($ in thousands)                                                        1996          1995

<S>                                                                          <C>           <C>
Operating activities
  Net income                                                                  $ 51,315      $ 56,689
  Adjustments to reconcile net income to net
      cash provided by operating activities:
         Provision for possible loan losses                                          -          (140)
         Amortization of intangibles and deferred charges                        1,923         1,853
         Depreciation and amortization                                           9,666         9,006
         Premium amortization, net of discount accretion                         2,645         3,586
         Realized securities (gains) losses, net                                     -            44
         Gain on sale of assets                                                 (1,647)       (6,113)
         Provision for losses on foreclosed and other assets                     1,065           155
         Increase in deferred income tax asset                                     (98)       (7,179)
         Decrease (increase) in interest receivable and other assets             1,960       (12,038)
         Increase in interest payable and other liabilities                      5,911         2,723
       Net cash provided by operating activities                                72,740        48,586
Investing activities
  Purchases of securities held to maturity                                           -      (159,046)
  Purchases of securities available for sale                                   (31,716)      (16,861)
  Proceeds from sales of securities available for sale                               -        29,889
  Maturities of securities held to maturity                                          -       120,256
  Maturities of securities available for sale                                  276,063        44,843
  Net increase in loans                                                       (597,492)     (542,438)
  Proceeds from sales of loans                                                 136,731        54,213
  Purchases of premises, equipment and other assets                            (13,375)      (12,435)
  Proceeds from sales of foreclosed assets                                       5,025         4,209
  Proceeds from divestiture of banking offices, net of $1,069 cash sold              -       (13,708)
  Proceeds from sales of business lines                                            517        90,553
  Proceeds from sales of premises, equipment and other assets                      402           560
       Net cash used by investing activities                                  (223,845)     (399,965)
Financing activities
  Net increase in domestic deposits                                             74,615        90,981
  Net increase (decrease) in time deposits - foreign office                    (11,016)       15,355
  Net increase in short-term borrowings                                         32,330       101,947
  Payments on debt                                                              (1,854)       (2,745)
  Issuance of common stock                                                         597         2,951
  Purchase of common stock by ESOP                                                   -       (16,044)
  Dividends paid                                                               (16,841)      (13,547)
  Acquisition of treasury stock                                                   (311)          (94)
       Net cash provided by financing activities                                77,520       178,804
Decrease in cash and cash equivalents                                          (73,585)     (172,575)
  Cash and cash equivalents at beginning of year                               475,310       602,888
       Cash and cash equivalents at end of period                             $401,725      $430,313

See notes to consolidated financial statements.
</TABLE>


<PAGE>
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.  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     A merger with CM Bank Holding
Company   has  received  regulatory  approval  and   is   pending
shareholder  approval.  CM Bank Holding Company had $779  million
in  assets, $362 million in loans and $618 million in deposits as
of June 30, 1996, and will be purchased for $202 million in cash.
This  merger  will be accounted for as a purchase of  stock  when
consummated, which is expected in the third quarter of 1996.

      A  merger  with  St.  Bernard Bank and  Trust  Company  has
received  regulatory and shareholder approval.  St. Bernard  Bank
and  Trust  Company had $250 million in assets,  $30  million  in
loans and $227 million in deposits as of June 30, 1996, and  will
be  purchased  for  $46  million in cash.  This  merger  will  be
accounted for as a purchase of stock when consummated,  which  is
expected in the fourth quarter of 1996.

     A merger with Texarkana National Bancshares, Inc. is pending
regulatory   and   shareholder  approval.    Texarkana   National
Bancshares,  Inc.  had $402 million in assets,  $215  million  in
loans and $336 million in deposits as of June 30, 1996, and  will
be acquired for approximately $77 million in Hibernia Corporation
Class  A  Common Stock.  It is anticipated that this  transaction
will be accounted for as a pooling of interests when consummated,
which is expected in the fourth quarter 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  1993
Directors'  Stock Option Plan become fully vested upon retirement
of the holder.

      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  June 30, 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;
610,343;  and 712,500, respectively.

      The table below summarizes the activity in the plans during
the second quarter of 1996:
                                                    


<TABLE>
<CAPTION>
                                     Incentive    Non-Qualified
1987 STOCK OPTION PLAN

<S>                                    <C>        <C>
Outstanding, March 31, 1996            160,553    1,354,425
Exercised                                   -       (6,187)
Outstanding, June 30, 1996             160,553    1,348,238

Exercisable, June 30, 1996             140,390    1,201,484


LONG-TERM INCENTIVE PLAN

Outstanding, March 31, 1996             12,598    5,127,794
Granted ($10.4375)                          -        54,500
Canceled                                    -     (166,034)
Exercised                                   -      (43,116)
Outstanding, June 30, 1996              12,598    4,973,144

Exercisable, June 30, 1996                  -     1,289,206


1993 DIRECTORS' STOCK OPTION PLAN

Outstanding, March 31, 1996                 -       210,000
Granted ($10.4375)                          -        75,000
Outstanding, June 30, 1996                  -       285,000

Exercisable, June 30, 1996                  -       106,250
</TABLE>

                                                    
      Effective April 1, 1995, the Company instituted an employee
stock  ownership plan (ESOP) in which substantially all employees
participate.  The ESOP is authorized to spend up to  $30  million
to  acquire  Hibernia Corporation Class A Common Stock  in  open-
market  purchases.   At  June  30, 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 120,383,510
and  120,335,297  for the three months and six months ended  June
30,  1996,  and 120,445,501 and 121,169,411 for the three  months
and  six  months  ended June 30, 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                    Six Months Ended
                                                      June 30       March 31        June 30        June 30        June 30
($ in thousands, except per-share data)                  1996           1996           1995           1996           1995
<S>                                                   <C>            <C>            <C>            <C>            <C>
Interest income                                       $143,906       $140,450       $133,033       $284,356       $260,798
Interest expense                                        58,579         57,887         58,118        116,466        111,992
   Net interest income                                  85,327         82,563         74,915        167,890        148,806
Provision for possible loan losses                          -              -            (145)            -            (140)
   Net interest income after provision for possible
       loan losses                                      85,327         82,563         75,060        167,890        148,946
Noninterest income:
   Noninterest income                                   26,731         25,800         25,377         52,531         49,479
   Securities gains (losses), net                           -              -             (47)            -             (44)
Noninterest income                                      26,731         25,800         25,330         52,531         49,435
Noninterest expense                                     71,352         69,959         67,323        141,311        136,881
   Income before taxes                                  40,706         38,404         33,067         79,110         61,500
Income tax expense                                      14,103         13,692          2,316         27,795          4,811
   Net Income                                          $26,603        $24,712        $30,751        $51,315        $56,689
Income per share (2)                                     $0.22          $0.21          $0.26          $0.43          $0.47
Income per share (tax effected) (3)                      $0.22          $0.21          $0.17          $0.43          $0.32
Cash dividends declared per share (2)                    $0.07          $0.07          $0.06          $0.14          $0.12
Average shares outstanding (000s) (2)                  120,384        120,287        120,446        120,335        121,169
Selected Quarter-End Balances (in millions)
Loans                                                 $4,989.7       $4,754.9       $4,063.2
Deposits                                               6,293.3        6,321.1        6,121.8
Debt                                                       6.8            7.1            9.1
Equity                                                   744.4          739.0          659.7
Total assets                                           7,454.7        7,474.6        7,164.8
Selected Average Balances (in millions)
Loans                                                 $4,878.5       $4,645.8       $3,995.0       $4,762.1       $3,898.0
Deposits                                               6,284.3        6,243.6        6,044.5        6,264.0        6,064.9
Debt                                                       6.9            7.3           10.6            7.1           10.8
Equity                                                   737.1          740.2          643.0          738.6          632.9
Total assets                                           7,454.4        7,391.7        7,083.0        7,423.1        7,052.0
Selected Ratios (%)
Return on average assets                                  1.43           1.34           1.74           1.38           1.61
Return on average assets (tax effected) (3)               1.43           1.34           1.18           1.38           1.10
Return on average equity                                 14.44          13.35          19.13          13.90          17.91
Return on average equity (tax effected) (3)              14.44          13.35          12.96          13.90          12.24
Net interest margin (taxable equivalent)                  4.98           4.87           4.62           4.92           4.63
Efficiency (4)                                           62.97          63.76          66.16          63.36          68.02
Tier 1 risk-based capital                                13.88          14.25          14.78
Total risk-based capital                                 15.14          15.52          16.05
Leverage                                                  9.86           9.71           9.05

(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 comparibility 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.


SECOND-QUARTER 1996 HIGHLIGHTS

   Hibernia Corporation's second-quarter 1996 results showed continued
improvement  in  earnings  per share on a comparable  basis  over  the
second  quarter of 1995, strong loan growth, and improving efficiency.
Last  year's  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 for the second quarter of 1996 totaled  $26.6
     million  ($.22 per share) and net income for the  first  six
     months of 1996 totaled $51.3 million ($.43 per share).   For
     the  second  quarter of 1995 reported net  income  of  $30.8
     million ($.26 per share) would have been $20.8 million ($.17
     per  share)  on  a  fully  tax-effected  basis.   Similarly,
     reported  net income of $56.7 million ($.47 per  share)  for
     the  first half of 1995 would have been $38.7 million  ($.32
     per  share) on a fully tax-effected basis.  Therefore, on  a
     comparable basis, net income for the second quarter of  1996
     improved 28% and earnings per share rose 29%.  For the first
     six  months of 1996, net income was up 32% and earnings  per
     share grew 34% over the first half of 1995.

     Returns on assets (ROA) and equity (ROE), were 1.43%  and
     14.44%,  respectively,  for  the  second  quarter  of   1996
     compared  to 1.18% and 12.96% on a fully tax-effected  basis
     in the second quarter of 1995.  Reported ROA and ROE for the
     second   quarter  of  last  year  were  1.74%  and   19.13%,
     respectively.  For the first six months of 1996, the ROA was
     1.38%. The ROA for the first six months of 1995 was 1.10% on
     a  fully tax-effected basis and 1.61% as reported.  ROE  for
     the first half of 1996 was 13.90% compared to 12.24% for the
     first  six  months  of 1995, on a fully tax-effected  basis.
     Reported ROE for the first half of 1995 was 17.91%.

     Second-quarter 1996 pre-tax results improved compared  to
     the  same period last year because of a $10.4 million  (14%)
     increase  in net interest income (resulting from an improved
     margin and higher average earning assets) and a $1.4 million
     (6%) improvement in noninterest income, partially offset  by
     a  $4.0  million (6%) increase in overhead.  For the  first
     half  of 1996, the increase in pre-tax income over 1995  was
     due  to the same factors as the quarterly improvement.   For
     the  six-month  period net interest income  increased  $19.1
     million (13%) and noninterest income rose $3.1 million (6%),
     while overhead increased $4.4 million (3%).

     Loans  grew $926.5 million (23%) from a year ago to  $5.0
     billion  at June 30, 1996.  Consumer loans increased  $514.5
     million  (27%)  to  $2.4 billion and commercial  loans  grew
     $412.0 million (19%) to $2.6 billion.  Compared to March 31,
     1996,  loans  increased at an annual rate of almost  20%  as
     consumer loans grew 18% and commercial loans grew 22%.

     Asset  quality remained strong with reserve  coverage  of
     nonperforming  assets  at  almost  826%  at  June  30,  1996
     compared  to  730%  at  June 30, 1995.  Total  nonperforming
     assets declined to $23.9 million, down 18% from a year  ago.
     Nonperforming   assets  as  a  percentage  of   loans   plus
     foreclosed assets were reduced to .48%, compared to .72%  at
     June 30, 1995.

     In  July  1996, Hibernia's Board of Directors declared  a
     quarterly cash dividend of $.07 per share.

     Pending  mergers with three institutions  would  increase
     assets  to  approximately $8.8 billion. Hibernia would  then
     have  198  locations in 29 Louisiana parishes and one  Texas
     county.  Pending merger activity is summarized below:

<TABLE>
<CAPTION>
                                       Assets
                                      @ 6/30/96                Estimated
   Bank Holding Company/Bank          (millions)   Accounting  Merger Date
   <S>                                   <C>       <C>         <C>
  
   CM Bank Holding Company/              $779      Purchase    Third Quarter 1996 (1)
   Calcasieu Marine National Bank
  
   St. Bernard Bank & Trust Company      $250      Purchase    Fourth Quarter 1996

   Texarkana National Bancshares, Inc./  $402      Pooling     Fourth Quarter 1996 (2)
       Texarkana National Bank

     (1)  Pending shareholder approval.
     (2)  Pending regulatory and shareholder approval.
</TABLE>

FINANCIAL CONDITION:

EARNING ASSETS

   Earning assets averaged $7.0 billion in the second quarter of 1996,
a $360.3 million (5%) increase from the second-quarter 1995 average of
$6.6  billion.   For  the  first six months of 1996,  average  earning
assets  increased  $368.2 million (6%) from the first  six  months  of
1995.   The  increases in average assets for both the current  quarter
and   the  first  six  months  of  1996  were  due  to  increases   of
approximately  $900  million  in average loans,  partially  offset  by
decreases   of  approximately  $600  million  in  average  securities.
Hibernia  has  funded  the  loan growth through  the  reinvestment  of
proceeds  from  maturing  securities and  increases  in  deposits  and
borrowed funds.

  Loans.  Average loans for the second quarter of 1996 of $4.9 billion
were  up  $232.7 million (5%) from the first quarter of  1996  and  up
$883.5  million (22%) compared to the second quarter of 1995.  Average
loans  for  the  first six months of 1996 compared to  the  first  six
months of 1995 increased $864.1 million (22%).

   Table  1 presents the Company's loan portfolio classified according
to  industry concentration at June 30 ,1996, March 31, 1996  and  June
30, 1995.  Total loans increased $234.8 million (5%) during the second
quarter  of  1996.   Commercial loans increased $132.3  million  (5%),
while consumer loans increased $102.5 million (4%).  Compared to  June
30,  1995, loans increased $926.5 million (23%).  Consumer loans  were
up $514.5 million (27%), and commercial loans increased $412.0 million
(19%).   The increase in consumer lending compared to March  31,  1996
was primarily due to increases in adjustable-rate residential mortgage
loans  and  indirect  lending.  Compared to June 30,  1995,  the  same
categories increased, along with other consumer loans.  Consumer loans
comprised  48.8%  of the loan portfolio at June 30, 1996  compared  to
47.2% at June 30, 1995.



   Securities.  Average securities decreased $636.8 million  (25%)  in
the  second  quarter of 1996 compared to the second quarter  of  1995.
For  the first six months of 1996 average securities decreased  $554.0
million  (22%).   The decreases are the result of the reinvestment  of
maturing securities into higher-yielding loans.

   Average securities available for sale increased approximately  $1.4
billion  for  the  second quarter and the first  six  months  of  1996
compared to the same periods in 1995.  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.   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 second quarter or the first six  months  of
1996 compared to averages of $2.0 billion in both periods a year ago.

   Short-Term Investments.  Average short-term investments  (primarily
federal  funds  sold) for the three months ended  June  30,  1996,  of
$164.8 million were up $113.6 million (222%) compared to an average of
$51.2  million  in  the  second quarter of 1995.   Average  short-term
investments decreased $28.2 million (15%) from the first-quarter  1996
average of $193.0 million, as loan growth exceeded deposit increases.



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 and six month  periods  ended
June 30, 1996 and 1995.

  Nonperforming assets -- which include nonaccrual loans, restructured
loans, foreclosed assets and excess bank owned property -- totaled $23.9
million at June 30, 1996, down  18%  compared to $29.2 million at
June 30, 1995  and  down  $3.2 million   (12%)  compared  to  $27.1 
million  at  March   31,   1996. Nonperforming  loans, which totaled
$17.4 million at  June  30,  1996, declined $3.4 million (16%) from a
year ago, and declined $1.1 million (6%)   from  the  first  quarter
of 1996.   Foreclosed  assets,  which totaled  $6.5  million at
June 30, 1996, were down $1.8 million  (22%) from a year earlier,
and down $2.1 million (24%) from March 31, 1996.

   At  June  30,  1996,  the recorded investment in  loans  that  were
considered  to be impaired under SFAS No. 114 was $16.6 million.   The
related  reserve  for  possible loan losses  was  $2.6  million.   The
comparable  amounts  at  June 30, 1995 were  $19.3  million  and  $1.4
million, respectively. These loans are included in nonaccrual loans in
Table 2.



  As illustrated in Table 3, loans totaling $4.3 million were added to
nonperforming loans during the second quarter of 1996.   Payments  and
sales resulted in a $2.1 million reduction in nonperforming loans  and
charge-offs further reduced nonperforming loans in the second  quarter
of  1996  by  $3.2  million.   As a percentage  of  total  loans  plus
foreclosed assets, nonperforming assets at June 30, 1996, improved  to
 .48% from .72% a year ago and were down  from .57% at March 31, 1996.

   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 $21.1 million
as of June 30, 1996.


RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES



   No  provision for possible loan losses was recorded for the  second
quarter  or the first six months of 1996.  Nominal negative provisions
were  recorded for the comparable periods 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 826% at  June  30,
1996, 784% at March 31, 1996, and 730% at June 30, 1995.

   Net  charge-offs totaled $.9 million in the second quarter of 1996,
compared to $1.4 million in the second quarter of 1995. For the  first
six  months of 1996, net charge-offs totaled $3.7 million compared  to
$1.6 million for the same period in 1995.   As a percentage of average
loans,  annualized net charge-offs were .07% and .15% for  the  second
quarter  and the first six months of 1996, respectively.  In 1995  the
comparable net charge-off ratios were .14% and .08%, respectively.

   The  reserve  for possible loan losses totaled $144.0  million,  or
2.89% of total loans, at June 30, 1996, compared to $152.2 million, or
3.75%,  a  year  earlier.  In terms of both dollar  amount  and  as  a
percentage  of  loans, the reserve for possible loan losses  has  been
declining  since  the end of 1993 as a result of net  charge-offs  and
negative  provisions.  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 second quarter and the first six months of 1996 and 1995.




FUNDING SOURCES:

DEPOSITS AND BORROWINGS

   Deposits.   Average  deposits totaled $6.3 billion  in  the  second
quarter  of  1996,  a  $239.8 million (4%) increase  from  the  second
quarter of 1995.  Average core deposits were up $75.3 million (1%) due
to  increases in consumer time deposits and demand deposits.   Average
deposits  in  the second quarter of 1996 increased $40.7 million  (1%)
compared to the first quarter of 1996.

   NOW  account  average balances were down $451.9 million  and  money
market  deposit accounts were up $413.5 million in the second  quarter
of  1996  compared to the second 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.
For  the  second  quarter of 1996  the effect  of  the  Reserve  Money
Manager  account  was  $524.3 million (reducing  NOW  account  average
balances   and   increasing  money  market  deposit  account   average
balances).  Net of this effect, NOW account average balances  were  up
$72.4  million (11%) and money market deposit account average balances
were  down  $110.8  million  (11%).   Money  market  deposit  accounts
declined  because the rate paid on these accounts was less  attractive
than those of other investment products.  For the first six months  of
1996  the  effect  of  the Reserve Money Manager accounts  was  $530.0
million.   Net  of  this effect NOW account average balances  were  up
$59.5  million (9%) for the first half of 1996 compared  to  the  same
period  in  1995 while money market deposit accounts decreased  $120.5
million (12%) from the first six months of 1995.

   Average  noncore deposits increased $164.5 million (18%)  from  the
second  quarter  of  1995  as  public  fund  certificates  of  deposit
increased  $126.3 million (18%) 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 second
and first quarters of 1996 and the second quarter of 1995.


   Borrowings.   Average  borrowings -- which  include  federal  funds
purchased,  securities sold under agreements to repurchase (repurchase
agreements) and debt -- increased $23.9 million (8%) to $305.6 million
for the second quarter of 1996 compared to the second quarter of 1995.
For  the  first six months of 1996, borrowings increased $65.5 million
(28%)  to  $297.1  million.  The increases  for  both  periods  result
primarily from growth in repurchase agreements resulting in  new  cash
management products which "sweep" funds from deposit accounts.

   Average repurchase agreements increased $61.0 million in the second
quarter  of  1996 and $80.8 million for the first six months  of  1996
over the comparable periods in 1995 as a result of continued marketing
of  these cash management products, which 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 repurchase agreements were partially  offset  by
decreases  in  federal  funds  purchased  and  long-term  debt.    The
Company's  long-term  debt at June 30, 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 means of limiting  interest  rate
risk.

   On  a limited basis, the Company has entered into interest rate and
foreign  exchange  rate swap, forward and option  contracts  to  hedge
interest  rate  or  foreign  exchange  risk  on  specific  assets  and
liabilities.   At June 30, 1996, Hibernia held a $6.6 million  foreign
exchange  rate forward contract to protect against exchange rate  risk
on a loan to be repaid in a foreign currency.

   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  $224.8
million  at  June  30,  1996.  In addition to  these  customer-related
derivative financial instruments, the Company has entered into trading
contracts for its own account which total $19.4 million.  As  of  June
30, 1996, Hibernia's risk of loss due to interest rate fluctuations on
trading derivatives was less than $.2 million.



RESULTS OF OPERATIONS:

NET INTEREST INCOME



   Taxable-equivalent net interest income for the three  months  ended
June  30,  1996, totaled $86.6 million, a $10.2 million increase  from
the  same  period in 1995 and a $2.7 million increase from  the  first
quarter  of  1996.   For the first six months of  1996,  net  interest
income  increased $18.8 million over the first six months of  1995  to
$170.5 million.



  Factors contributing to the increase from the second quarter of 1995
include:  the  positive effect of the change in  the  mix  of  earning
assets  from  lower-yielding securities to  loans  (69.9%  of  average
earning assets in the second quarter of 1996 compared to 60.3% in  the
second quarter of 1995); overall growth in earning assets; lower rates
paid  on  deposits and borrowings; higher yields on securities  and  a
higher  level of interest income recorded on nonaccrual or  previously
charged-off  loans.   These  factors were partially  offset  by  lower
yields on loans (market rates in the second quarter of 1996 were  down
approximately  75 basis points from the second quarter of  1995).  The
increase in net interest income in the second quarter of 1996 compared
to  the  first  quarter of 1996 was due to the same factors  discussed
above  except that loan yields were up, even though market rates  were
down slightly, primarily due to the income received on nonaccrual  and
previously charged-off loans.

  The increase in net interest income for the first six months of 1996
compared to the same period in 1995 was also the result of the  change
in  the  mix  of  earning assets, the growth of  earning  assets,  the
decline  in  funding  costs, and the increase  in  the  yield  on  the
securities portfolio, partially offset by lower yields on loans as the
extra  income received on nonaccrual and previously charged-off  loans
was offset by lower rates.

  The net interest margin was 4.98% for the second quarter of 1996, up
36  basis  points  from the second quarter of 1995, and  up  11  basis
points  from  the  first quarter of 1996.  Excluding  income  of  $2.2
million received on two previously charged off loans, the net interest
margin  would have been 4.86% for the second quarter of  1996,  up  24
basis  points from the second quarter of 1995 and virtually  unchanged
from  the  first quarter of 1996. The net interest margin has improved
from  the second quarter of 1995 primarily due to the positive  effect
of  the  change in the mix in earning assets to higher yielding  loans
and a decrease in funding costs of 15 basis points.

   Table  6  details the net interest margin for the most recent  five
quarters.   Table 7 shows the composition of earning  assets  for  the
most  recent five quarters, revealing the change in the mix of earning
assets.


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

  The analysis of Consolidated Average Balances, Interest and Rates at
the end of this discussion presents the Company's  taxable-equivalent
net  interest income and average balances  for  the  three months  ended
June 30, 1996, March 31, 1996 and June 30, 1995 and  for the  first  six
months of 1996 and 1995.  The implementation  of  the Reserve  Money 
Manager account resulted in increases in the rate  paid on  NOW  accounts
for the current quarter and for the first six months of 1996 compared to 
the same periods in 1995.  Excluding the impact of the  Reserve Money 
Manager account NOW rates would have been 2.17% for the  quarter  and  
2.18% for the first six months of  1996,  virtually unchanged from the 
comparable periods in 1995.


NONINTEREST INCOME



   Noninterest  income  for the second quarter of  1996  was  up  $1.4
million (6%) to $26.7 million compared to the same period of 1995  and
up $3.1 million for the first six months of 1996 compared to the first
six  months of 1995.  Nonrecurring items are included in both 1996 and
1995.  These include a $2.4 million gain in the first quarter of  1995
related  to  the  divestiture of three banking  offices  in  Northwest
Louisiana in connection with Hibernia's merger with Pioneer Bancshares
Corporation; a $.6 million fee earned in the first quarter of 1995  to
amend  the  terms of a large commercial credit; gains  in  the  second
quarter  of  1995  to  record the sale of the Company's  student  loan
portfolio  and  municipal bond administration business  totaling  $1.5
million  and  $1.6 million, respectively; a $1.4 million gain  on  the
settlement of an acquired loan in the first quarter of 1996;  and  $.5
million  in  the  second quarter of 1996 to record an additional  gain
related to the sale of the municipal bond administration business.

   Excluding  these  nonrecurring items, noninterest income  increased
$4.0  million  (18%)  in the second quarter of 1996  over  the  second
quarter  of  1995, and was up $7.3 million (17%) over  the  first  six
months  of 1995.  The major categories of noninterest income  for  the
three  months  and six months ended June 30, 1996, and the  comparable
periods in 1995 are presented in Table 9.

   Service  charges on deposits increased $2.2 million (20%)  for  the
second quarter of 1996 and $3.3 million (15%) for the first six months
of 1996 over the comparable periods in 1995 primarily due to increases
in  the  price for certain deposit activities, the number of  accounts
and commercial account analysis fees.

   Other  service, collection and exchange fees were up  $1.5  million
(22%)  and $3.2 million (25%) in the second quarter and the first  six
months  of 1996, respectively, compared to the same periods  in  1995.
The  major factors in these increases were significant growth in  fees
generated  by  the  Bank's  upgraded and expanded  ATM  network,  fees
resulting from the successful introduction of Hibernia's debit card in
1996 and growth in fees from retail investment services.

   Excluding the nonrecurring items previously mentioned, other income
was  up  $.1 million (6%) and $.3 million (11%) for the second quarter
and the first six months of 1996 compared to the same periods in 1995.




NONINTEREST EXPENSE



   For  the second quarter of 1996, noninterest expense totaled  $71.4
million, a $4.0 million (6%) increase from the second quarter of 1995.
For  the  first six months of 1996 noninterest expense totaled  $141.3
million,  a  $4.4 million (3%) increase over the first six  months  of
1995.   Included in noninterest expense is $1.5 million for the second
quarter  of  1996 and $3.6 million for the first six  months  of  1996
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 and six months ended June 30,
1996 and 1995 is presented by major category in Table 10.

  Staff costs, the largest component of noninterest expense, increased
$4.9  million  (16%) in the second quarter of 1996  and  $8.2  million
(13%)  in the first six months of 1996 compared to the same periods  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 these increases.

   Occupancy and equipment expenses increased $.9 million (8%) in  the
second  quarter of 1996 and $1.4 million (6%) in the first six  months
of  1996  compared to the same periods in 1995.  These increases  were
primarily due to higher depreciation expenses related to the  purchase
of  computer  equipment  to facilitate system conversions  for  merged
banks  and  to upgrade the Bank's teller systems, ATMs and  wide  area
network.

   Data  processing expenses increased $.3 million (7%) for the second
quarter of 1996 compared to the second quarter of 1995.  For the first
six  months  of 1996, data processing expenses decreased  $.1  million
(1%).   The 1996 periods include $.9 million and $2.2 million for  the
three  months  and six months, respectively, in Vision 2000  expenses.
The  first  six months of 1995 included approximately $1.0 million  in
duplicate  expenses  to  outside vendors  as  Hibernia  completed  its
conversion  to  a  new data processor in the second quarter  of  1995.
Excluding the Vision 2000 expenses and the duplicate expenses in  1995
data  processing expenses decreased $.6 million for the second quarter
and $1.3 million for the first six months of 1996 compared to the same
periods  in  1995.   In  addition to the savings  from  the  new  data
processor, increased efficiencies derived from combining the  separate
operations of merger partners also contributed to the decreases.

   Income  from  foreclosed property, net of  expenses,  totaled  $1.0
million  in the second quarter of 1996, and $1.8 million in the  first
six  months  of  1996,  compared  to  $.5  million  and  $.6  million,
respectively,  for  the same periods a year ago as  the  1996  periods
included significant gains on the sale of several properties.

   Regulatory  expenses decreased $3.2 million  (92%)  in  the  second
quarter  of  1996 and $6.7 million (92%) for the first six  months  of
1996  compared  to  the  same  periods in  1995  due  to  the  virtual
elimination of FDIC premiums for well-capitalized, highly-rated banks.

   Telecommunications expenses increased $.2 million  (13%),  for  the
second  quarter of 1996 and $.8 million (24%) for the first six months
of 1996 compared to the same periods in 1995 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  and  merger
activity also increased telecommunications expenses.

  Professional fees decreased $.3 million (20%) for the second quarter
of  1996,  and  $1.2 million (31%) for the first six  months  of  1996
compared  to  the same periods in 1995 as the decreases in  legal  and
professional fees related to mergers and litigation more  than  offset
Vision 2000 consultant fees.

  State taxes on equity increased $.4 million and $.8 million, for the
second quarter and the first six months of 1996, respectively compared
to 1995 due to the growth in equity.

   Advertising and promotional expenses increased $.4 million (19%) in
the  second  quarter of 1996 and $1.2 million (32%) in the  first  six
months  of  1996 compared to the same periods in 1995  because  of   a
general increase in advertising and product development activity.

   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 62.97% for the second
quarter of 1996 compared to 66.16% for the same period in 1995.   This
ratio  for the first six months of 1996 improved from 68.02%  for  the
first  six months of 1995  to 63.36% for the first six months of 1996.
The  improvement  in  efficiency reflects increases  in  net  interest
income  and  noninterest  income combined with  proportionately  lower
increases in overhead.


INCOME TAXES



   The  Company recorded $14.1 million in income taxes in  the  second
quarter  of  1996 and $27.8 million in the first six months  of  1996.
For the comparable periods in 1995, federal income tax expense totaled
$2.3 million and $4.8 million, respectively.  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 $744.4 million  at  June  30,  1996,
compared  to  $659.7  million  at June  30,  1995.   The  increase  is
primarily  the  result of net income over the most  recent  12  months
totaling  $120.3  million,  and a $1.7 million  decrease  in  unearned
compensation  related to the ESOP instituted on April 1,  1995.  These
increases were partially offset by $32.0 million in dividends and by a
$5.9  million  net  decrease due to changes in  unrealized  gains  and
losses  on  securities  available for sale.   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 along with selected components of  the  capital
ratio calculations for the most recent five quarters.

   The  Company's  strong capital position allowed  Hibernia  to  take
advantage  of  two attractive purchase transactions.  The  anticipated
mergers  with CM Bank Holding Company and St. Bernard Bank and  Trust,
expected  to  close later this year, will enable Hibernia to  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."

   In July 1996, the Company filed a shelf registration statement with
the  Securities  and Exchange Commission which allows the  Company  to
issue  up  to  $250  million of securities  over  a  two-year  period,
including preferred stock and subordinated debt, either of which could
be convertible to common stock.  The net proceeds from any sale of the
securities  registered on this shelf registration would  be  used  for
general corporate purposes.


LIQUIDITY


   The  loan-to-deposit ratio, one measure of liquidity, was 79.3%  at
June  30,  1996, 75.2% at March 31, 1996, and 66.4% at June 30,  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.   Based on average balances, 18.04%  of  Hibernia's
loans  and  investment securities were funded by net large liabilities
(total  large liabilities less short-term investments) in  the  second
quarter  of 1996 compared to 17.52% for the same period in 1995.   For
the first six months of each year, these ratios were 17.11% and 15.80%
for 1996 and 1995, respectively.

   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
additional  funding  primarily  through  the  generation  of  deposits
through  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.   The Company can also  raise  additional  funds
through  the  sale of securities registered on the shelf  registration
discussed above.





<TABLE>
<CAPTION>
TABLE 1  -  COMPOSITION OF LOAN PORTFOLIO
                          June 30, 1996          March 31, 1996         June 30, 1995
($ in millions)              Loans       %          Loans       %          Loans       %

<S>                       <C>           <C>      <C>           <C>      <C>           <C>
Commercial:
Commercial and
    industrial            $ 1,055.4      21.1%   $  993.4       20.9%   $  764.1       18.8%
Commercial real estate        452.0       9.0       440.0        9.2       478.3       11.8
Services                      447.0       9.0       394.1        8.3       346.1        8.6
Health care                   207.7       4.2       208.2        4.4       216.2        5.3
Transportation,  utilities
    and communications        171.0       3.4       182.1        3.8       158.6        3.9
Individual                    113.8       2.3       103.1        2.2        99.1        2.4
Energy                        108.9       2.2       102.6        2.2        81.4        2.0
    Total commercial        2,555.8      51.2     2,423.5       51.0     2,143.8       52.8

Consumer:
Residential mortgages:
    First mortgages         1,094.1      21.9      1,047.2      22.0        857.9      21.1
    Junior liens              119.8       2.4         92.0       1.9         86.8       2.1
Indirect                      730.9      14.7        703.4      14.8        585.3      14.4
Revolving credit              107.9       2.2         97.6       2.1         84.4       2.1
Other                         381.2       7.6        391.2       8.2        305.0       7.5
    Total consumer          2,433.9      48.8      2,331.4      49.0      1,919.4      47.2

Total loans               $ 4,989.7     100.0%   $ 4,754.9     100.0%   $ 4,063.2     100.0%
</TABLE>


<TABLE>
<CAPTION>
TABLE 2  -  NONPERFORMING ASSETS
                                            June 30    March 31   Dec. 31    Sept. 30   June 30
($ in thousands)                             1996       1996       1995       1995       1995
<S>                                        <C>        <C>        <C>        <C>        <C>
Nonaccrual loans                           $ 17,434   $ 18,492   $ 17,318   $ 19,611   $ 20,858
Restructured loans                                -          -          -          -          -
    Total nonperforming loans                17,434     18,492     17,318     19,611     20,858
Foreclosed assets                             3,547      5,578      5,344      6,305      6,053
Excess bank owned property                    2,955      3,023      2,946      2,245      2,244
    Total nonperforming assets             $ 23,936   $ 27,093   $ 25,608   $ 28,161   $ 29,155
Accruing loans past due
    90 days or more                        $  3,791   $  5,795   $  2,794   $  2,843   $  5,311
Reserve for possible loan losses           $143,999   $144,913   $147,678   $152,053   $152,235
Nonperforming loans as a percentage
    of total loans                             0.35%      0.39%      0.38%      0.46%      0.51%
Nonperforming assets as a percentage
    of total loans plus foreclosed assets
    and excess bank owned property             0.48%      0.57%      0.56%      0.66%      0.72%
Reserve for possible loan losses as a
    percentage of nonperforming loans        825.97%    783.65%    852.74%    775.35%    729.86%
</TABLE>

<TABLE>
<CAPTION>
TABLE 3  -  SUMMARY OF NONPERFORMING LOAN ACTIVITY
                                     Three Months             Six Months
                                      Ended June 30           Ended June 30
($ in thousands)                       1996       1995         1996       1995
<S>                                  <C>        <C>          <C>        <C>
Nonperforming loans
    at beginning of period           $18,492    $21,801      $17,318    $27,631
Additions                              4,310      3,940        9,668      8,940
Charge-offs, gross                    (3,186)    (2,825)      (5,828)    (5,362)
Returns to performing status            (132)    (1,162)        (160)    (5,524)
Payments and sales                    (2,050)      (896)      (3,564)    (4,827)
Nonperforming loans
    at end of period                 $17,434    $20,858      $17,434    $20,858
</TABLE>

<TABLE>
<CAPTION>
TABLE 4  -  RESERVE FOR POSSIBLE LOAN LOSSES ACTIVITY
                                                  Three Months                   Six Months
                                                 Ended June 30                  Ended June 30
($ in thousands)                              1996           1995            1996          1995
<S>                                       <C>            <C>             <C>           <C>
Balance at beginning of period            $ 144,913      $ 153,777       $ 147,678     $ 153,957
Loans charged off                            (6,669)        (5,117)        (13,353)      (10,803)
Recoveries                                    5,755          3,720           9,674         9,221
Net loans charged off                          (914)        (1,397)         (3,679)       (1,582)
Provision for possible loan losses                -           (145)              -          (140)
Balance at end of period                  $ 143,999      $ 152,235       $ 143,999     $ 152,235
Reserve for possible loan losses
    as a percentage of loans                   2.89%          3.75%           2.89%         3.75%
Annualized net charge-offs as a
    percentage of average loans                0.07%          0.14%           0.15%         0.08%
</TABLE>

<TABLE>
<CAPTION>
TABLE 5  -  DEPOSIT COMPOSITION
                                        Second Quarter 1996     First Quarter 1996    Second 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            $ 1,107.3     17.6%     $ 1,164.3     18.7%    $ 1,088.2     18.0%
NOW accounts                               231.4      3.7          219.4      3.5         683.3     11.3
Money market deposit accounts            1,395.8     22.2        1,466.4     23.5         982.3     16.2
Savings accounts                           346.3      5.5          352.3      5.6         348.1      5.8
Other consumer time deposits             2,107.9     33.6        2,041.9     32.7       2,011.5     33.3
    Total core deposits                  5,188.7     82.6        5,244.3     84.0       5,113.4     84.6
Public fund certificates of
    deposit of $100,000 or more            832.2     13.2          776.0     12.4         705.9     11.7
Certificates of deposit of
    $100,000 or more                       219.8      3.5          184.8      3.0         193.7      3.2
Foreign time deposits                       43.6      0.7           38.5      0.6          31.5      0.5
    Total deposits                     $ 6,284.3    100.0%     $ 6,243.6    100.0%    $ 6,044.5    100.0%
</TABLE>

<TABLE>
<CAPTION>
TABLE 6  -  NET INTEREST MARGIN (taxable-equivalent)
                                                  1996                         1995
                                          Second        First      Fourth      Third       Second
                                          Quarter      Quarter     Quarter     Quarter     Quarter
<S>                                       <C>         <C>         <C>         <C>         <C>
Yield on earning assets                    8.36%       8.23%       8.27%       8.20%       8.14%
Rate on interest-bearing liabilities       4.30        4.34        4.41        4.43        4.45
 Net interest spread                       4.06        3.89        3.86        3.77        3.69
Contribution of
 noninterest-bearing funds                 0.92        0.98        0.98        0.93        0.93
 Net interest margin                       4.98%       4.87%       4.84%       4.70%       4.62%
Noninterest-bearing funds
 supporting earning assets                21.44%      22.46%      22.12%      21.10%      20.86%
</TABLE>

<TABLE>
<CAPTION>
TABLE 7  -  INTEREST-EARNING ASSET COMPOSITION
                                                   1996                          1995
                                           Second       First       Fourth       Third        Second
(Percentage of average balances)           Quarter      Quarter      Quarter      Quarter      Quarter
<S>                                        <C>          <C>          <C>          <C>          <C>
Loans                                       69.9%        67.1%        65.8%        62.1%        60.3%
Securities available for sale               27.7         30.1          8.7          8.3          9.0
Securities held to maturity                    -            -         24.2         27.3         29.9
 Total securities                           27.7         30.1         32.9         35.6         38.9
Short-term investments                       2.4          2.8          1.3          2.3          0.8
 Total interest-earning assets             100.0%       100.0%       100.0%       100.0%       100.0%
</TABLE>

<TABLE>
<CAPTION>
TABLE 8 - CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME (1)
                                                           Second Quarter 1996 Compared to:
                                                 First Quarter 1996                     Second 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                                 $ 5,302    $    745    $ 6,047         $ 20,168    $  (1,283)   $   18,885
  Securities available for sale          (2,423)        126     (2,297)          21,960          101        22,061
  Securities held to maturity                 -            -         -          (31,717)           -       (31,717)
  Short-term investments                   (373)        (26)      (399)           1,500          (59)        1,441
        Total                             2,506         845      3,351           11,911       (1,241)       10,670

Interest paid on:
  NOW accounts                               88         (85)         3           (2,994)         953        (2,041)
  Money market
      deposit accounts                     (412)       (309)      (721)           2,487       (1,107)        1,380
  Savings accounts                          (31)         (7)       (38)             (10)        (135)         (145)
  Other consumer time                       921        (597)       324            1,345         (630)          715
  Public fund certificates of
      deposit of $100,000 or more           745        (326)       419            1,777       (1,622)          155
  Certificates of deposit
      of $100,000 or more                   444          30        474              318          249           567
  Foreign deposits                           69         (36)        33              165          (65)          100
  Federal funds purchased                   (73)         (1)       (74)            (445)        (149)         (594)
  Repurchase agreements                     268          10        278              738         (360)          378
  Long-term debt                             (6)          -         (6)             (57)           3           (54)
        Total                             2,013      (1,321)       692            3,324       (2,863)          461
Taxable-equivalent
  net interest income                   $    493   $   2,166   $  2,659        $   8,587   $    1,622   $    10,209

(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                    Six Months Ended
                                                              Percentage                              Percentage
                                       June 30     June 30     Increase      June 30      June 30      Increase
($ in thousands)                        1996        1995       (Decrease)     1996         1995        (Decrease)
<S>                                   <C>         <C>        <C>            <C>          <C>          <C>
Service charges on deposits           $ 13,015    $ 10,855     20 %         $  25,184    $  21,865      15 %
Trust fees                               3,013       2,882      5               6,047        5,703       6
Other service, collection and
 exchange charges:
 Retail investment service income        2,656       1,605     65               4,490        3,156      42
 Mortgage loan servicing income          1,767       1,958    (10)              3,566        3,801      (6)
 ATM fees                                1,677       1,332     26               3,221        2,354      37
 Other                                   2,359       2,047     15               4,650        3,457      35
Total other service, collection
 and exchange charges                    8,459       6,942     22              15,927       12,768      25
Other income:
 Gain on divestiture of
  banking offices                            -           -      -                   -        2,361    (100)
 Gain on sale of business
  lines                                    517       3,064     (83)               517        3,064     (83)
 Other income                            1,727       1,634       6              4,856        3,718      31
Total other income                       2,244       4,698     (52)             5,373        9,143     (41)
Securities gains (losses), net                         (47)   (100)                 -          (44)   (100)
 Total Noninterest Income             $ 26,731    $ 25,330       6 %         $ 52,531    $  49,435       6 %
</TABLE>

<TABLE>
<CAPTION>
TABLE 10  -  NONINTEREST EXPENSE
                                        Three Months Ended                           Six Months Ended
                                                                   Percentage                                      Percentage
                                          June 30       June 30     Increase           June 30         June 30      Increase
($ in thousands)                           1996          1995      (Decrease)           1996            1995       (Decrease)
<S>                                     <C>           <C>             <C>            <C>            <C>               <C>
Salaries                                $  30,456     $  26,631         14 %         $   59,544     $    53,874         11 %
Benefits                                    5,966         4,877         22               12,628          10,058         26
 Total staff costs                         36,422        31,508         16               72,172          63,932         13
Occupancy, net                              6,685         6,524          2               12,830          12,825          -
Equipment                                   5,603         4,836         16               10,868           9,520         14
 Total occupancy and equipment             12,288        11,360          8               23,698          22,345          6
Data processing                             4,958         4,626          7               10,208          10,315         (1)
Foreclosed property expense, net           (1,031)         (516)      (100)              (1,822)           (558)      (227)
Regulatory expense                            274         3,439        (92)                 546           7,200        (92)
Postage                                     1,315         1,155         14                2,781           2,409         15
Stationery and supplies                     1,451         1,656        (12)               2,994           3,314        (10)
Telecommunications                          2,039         1,810         13                4,225           3,416         24
Professional fees                           1,156         1,439        (20)               2,544           3,695        (31)
State taxes on equity                       1,500         1,089         38                3,000           2,178         38
Advertising and promotional
 expenses                                   2,657         2,240         19                4,962           3,766         32
Amortization of intangibles                   963           896          7                1,923           1,853          4
Other                                       7,360         6,621         11               14,080          13,016          8
 Total Noninterest Expense              $  71,352     $  67,323          6%          $  141,311     $   136,881         3 %
Efficiency ratio   (1)                      62.97 %       66.16  %                        63.36 %         68.02  %

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

<TABLE>
<CAPTION>
TABLE 11  -  CAPITAL
                                     June 30   March 31     Dec. 31      Sept. 30    June 30
($ in millions)                       1996      1996         1995        1995         1995
<S>                                 <C>         <C>          <C>         <C>        <C>
Risk-based capital
 Tier 1                             $ 733.4     $ 714.3      $ 697.1     $ 667.6    $ 639.6
 Total                                800.4       778.0        758.3       725.2      695.0

 Quarterly average assets *         7,439.2     7,357.0      7,141.4     7,146.5    7,067.3
 Net risk-adjusted assets           5,285.3     5,014.3      4,810.5     4,512.9    4,328.9

Ratios:
 Leverage                              9.86%       9.71%        9.76%       9.34%      9.05%
 Tier 1 risk-based capital            13.88       14.25        14.49       14.79      14.78
 Total risk-based capital             15.14       15.52        15.76       16.07      16.05

*Excluding SFAS No. 115 adjustment and disallowed intangibles.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED AVERAGE BALANCES, INTEREST AND RATES

Taxable-equivalent basis (1)                 Second Quarter 1996          First Quarter 1996            Second 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 (2)                               $4,878.5   $111,287  9.17 %   $4,645.8   $105,240  9.11 %   $3,995.0   $ 92,402  9.28 %
 Securities available for sale            1,935.6     31,706  6.56      2,083.6     34,003  6.53        594.9      9,645  6.49
 Securities held to maturity                    -          -     -            -          -     -      1,977.5     31,717  6.42
  Total securities                        1,935.6     31,706  6.56      2,083.6     34,003  6.53      2,572.4     41,362  6.43
 Short-term investments                     164.8      2,170  5.30        193.0      2,569  5.35         51.2        729  5.71
  Total interest-earning assets           6,978.9   $145,163  8.36 %    6,922.4   $141,812  8.23 %    6,618.6   $134,493  8.14 %
Reserve for possible loan losses           (145.3)                       (147.0)                       (153.9)
Noninterest-earning assets:
 Cash and due from banks                    300.5                         305.3                         306.6
 Other assets                               320.3                         311.0                         311.7
  Total noninterest-earning assets          620.8                         616.3                         618.3
   Total assets                          $7,454.4                      $7,391.7                      $7,083.0

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
 Interest-bearing deposits:
  NOW accounts                            $ 231.4    $ 1,670  2.90 %   $  219.4   $ 1,667   3.06 %   $  683.3   $  3,711  2.18 %
  Money market deposit accounts           1,395.8      8,026  2.31      1,466.4     8,747   2.40        982.3      6,646  2.71
  Savings accounts                          346.3      1,792  2.08        352.3     1,830   2.09        348.1      1,937  2.23
  Other consumer time deposits            2,107.9     29,164  5.56      2,041.9    28,840   5.68      2,011.5     28,449  5.67
  Public fund certificates of deposits
      of $100,000 or more                   832.2     10,934  5.28        776.0    10,515   5.45        705.9     10,779  6.12
  Certificates of deposits 
      of $100,000 or more                   219.8      2,793  5.11        184.8     2,319   5.05        193.7      2,226  4.61
  Foreign time deposits                      43.6        577  5.32         38.5       544   5.68         31.5        477  6.06
   Total interest-bearing deposits        5,177.0     54,956  4.27      5,079.3    54,462   4.31      4,956.3     54,225  4.39
 Short-term borrowings:
  Federal funds purchased                    37.5        480  5.14         43.3       554   5.15         70.9      1,074  6.08
  Repurchase agreements                     261.2      3,038  4.68        238.0     2,760   4.66        200.2      2,660  5.33
 Debt                                         6.9        105  6.11          7.3       111   6.13         10.6        159  5.99
  Total interest-bearing liabilities      5,482.6    $58,579  4.30 %    5,367.9   $57,887   4.34 %    5,238.0   $ 58,118  4.45 %
Noninterest-bearing liabilities:
 Demand deposits                          1,107.3                      1,164.3                       1,088.2               
 Other liabilities                          127.4                        119.3                         113.8
  Total noninterest-bearing liabilities   1,234.7                      1,283.6                       1,202.0
Total shareholders' equity                  737.1                        740.2                         643.0
   Total liabilities and 
      shareholders' equity               $7,454.4                     $7,391.7                      $7,083.0

SPREAD AND NET YIELD
Interest rate spread                                         4.06 %                        3.89 %                         3.69 %
Cost of funds supporting interest-earning assets             3.38 %                        3.36 %                         3.52 %
Net interest income/margin                          $ 86,584 4.98 %              $  83,925 4.87 %              $ 76,375   4.62 %

(1)  Based on the statutory income tax rate of 35%.
(2)  Yield computations include nonaccrual loans in loans outstanding.
</TABLE>


<TABLE>
<CAPTION>
CONSOLIDATED AVERAGE BALANCES, INTEREST AND RATES (cont.)
                                                          Six Months Ended                    Six Months Ended
Taxable-equivalent basis (1)                                June 30, 1996                      June 30, 1995
(Average balances $ in millions,                    Average                             Average
interest $ in thousands)                            Balance     Interest    Rate        Balance     Interest   Rate

<S>                                                <C>         <C>         <C>         <C>         <C>         <C>  
ASSETS
Interest-earning assets:
 Loans (2)                                         $4,762.1    $ 216,527   9.14 %      $3,898.0    $ 179,322   9.27 %
 Securities available for sale                      2,009.6       65,709   6.55           601.3       19,361   6.44
 Securities held to maturity                              -            -      -         1,962.3       61,606   6.29
  Total securities                                  2,009.6       65,709   6.55         2,563.6       80,967   6.33
 Short-term investments                               178.9        4,739   5.31           120.8        3,446   5.75
  Total interest-earning assets                     6,950.6    $ 286,975   8.29 %       6,582.4    $ 263,735   8.06 %
Reserve for possible loan losses                     (146.1)                             (153.6)
Noninterest-earning assets:
 Cash and due from banks                              302.9                               308.7
 Other assets                                         315.7                               314.5
  Total noninterest-earning assets                    618.6                               623.2
   Total assets                                    $7,423.1                             7,052.0

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
 Interest-bearing deposits:
  NOW accounts                                      $ 225.4   $   3,337    2.98 %      $  695.9     $  7,518    2.18 %
  Money market deposit accounts                     1,431.1      16,773    2.36         1,021.6       14,090    2.78
  Savings accounts                                    349.3       3,622    2.09           352.5        3,932    2.25
  Other consumer time deposits                      2,074.9      58,004    5.62         1,987.0       54,182    5.50
  Public fund certificates of deposits
      of $100,000 or more                             804.1      21,449    5.36           688.3       20,495    6.01
  Certificates of deposits of $100,000 or more        202.3       5,112    5.08           199.4        4,659    4.71
  Foreign time deposits                                41.1       1,121    5.49            33.5          962    5.79
   Total interest-bearing deposits                  5,128.2     109,418    4.29         4,978.2      105,838    4.29
 Short-term borrowings:
  Federal funds purchased                              40.4       1,034    5.15            52.0        1,523    5.91
  Repurchase agreements                               249.6       5,798    4.67           168.8        4,303    5.14
 Debt                                                   7.1         216    6.13            10.8          328    6.10
  Total interest-bearing liabilities                5,425.3   $ 116,466    4.32 %       5,209.8    $ 111,992    4.33 %
Noninterest-bearing liabilities:
 Demand deposits                                    1,135.8                             1,086.7
 Other liabilities                                    123.4                               122.6
  Total noninterest-bearing liabilities             1,259.2                             1,209.3
Total shareholders' equity                            738.6                               632.9
   Total liabilities and shareholders' equity      $7,423.1                            $7,052.0

SPREAD AND NET YIELD
Interest rate spread                                                       3.97 %                              3.73 %
Cost of funds supporting interest-earning assets                           3.37 %                              3.43 %
Net interest income/margin                                     $ 170,509   4.92 %                  $ 151,743   4.63 %

(1)  Based on the statutory income tax rate of 35%.
(2)  Yield computations include nonaccrual loans in loans outstanding.
</TABLE>



<PAGE>


                           PART II.  OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

       (a)     Exhibits

       (b)     Reports on Form 8-K

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








                           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:  August 13, 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                         340,241
<INT-BEARING-DEPOSITS>                             484
<FED-FUNDS-SOLD>                                61,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  1,880,789
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                      4,989,682
<ALLOWANCE>                                    143,999
<TOTAL-ASSETS>                               7,454,683
<DEPOSITS>                                   6,293,274
<SHORT-TERM>                                   290,862
<LIABILITIES-OTHER>                            119,293
<LONG-TERM>                                      6,813
                                0
                                          0
<COMMON>                                       234,463
<OTHER-SE>                                     509,978
<TOTAL-LIABILITIES-AND-EQUITY>               7,454,683
<INTEREST-LOAN>                                214,552
<INTEREST-INVEST>                               65,065
<INTEREST-OTHER>                                 4,739
<INTEREST-TOTAL>                               284,356
<INTEREST-DEPOSIT>                             109,418
<INTEREST-EXPENSE>                             116,466
<INTEREST-INCOME-NET>                          167,890
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                141,311
<INCOME-PRETAX>                                 79,110
<INCOME-PRE-EXTRAORDINARY>                      51,315
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,315
<EPS-PRIMARY>                                      .43
<EPS-DILUTED>                                      .43
<YIELD-ACTUAL>                                    4.92
<LOANS-NON>                                     17,434
<LOANS-PAST>                                     3,791
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 21,100
<ALLOWANCE-OPEN>                               144,913
<CHARGE-OFFS>                                    6,669
<RECOVERIES>                                     5,755
<ALLOWANCE-CLOSE>                              143,999
<ALLOWANCE-DOMESTIC>                           143,999
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         38,300


</TABLE>


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