SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hibernia Corporation
Exact name of Registrant as specified in its charter)
LOUISIANA 72-0724532
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5552
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
______________________
Gary L. Ryan, Esq.
Senior Vice President and Corporate Counsel
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130
(504) 533-5560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
Copies to:
<TABLE>
<S> <C> <C>
Patricia C. Meringer Fred B. White, III
Virginia Boulet
Corporate Counsel and Secretary Skadden, Arps, Slate, Meagher & Flom
Phelps Dunbar, L.L.P.
Hibernia Corporation 919 Third Avenue
30th Floor, Poydras Street
225 Baronne Street, 11th Floor New York, New York 10022
New Orleans, Louisiana 70130-3245
(504) 533-2486 (212) 735-3000
(504) 566-1311
</TABLE>
__________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement
__________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ___
/__/
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. ___
/__/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ___
/__/
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
/__/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ___
/__/
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C>
<C>
Proposed
Proposed
maximum
maximum
Title of each Amount offering
aggregate Amount of
class of securities to be price per
offering registration
to be registered registered unit(1)
price (1) fee
Debt Securities(2)
Preferred Stock(2)
Depository Shares(5)
Common Stock(2) $250,000,000(3) N/A
$250,000,000(3)(4) $86,200
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) Also includes such indeterminate amounts of Debt Securities and
Preferred Stock and indeterminate number of shares of Common Stock as
may be issued upon converstion or exchange for any other Debt
Securities or Preferred Stock that provide for conversion or exchange
into other securities.
(3) Such amount represents the principal amount of any Debt Securities
issued at their principal amount, the issue price rather than the
principal amount of any Debt Securities issued at an original issue
discount and the liquidation preference of any Preferred Stock, and
the amount computed pursuant to Rule 457(c) for any Common Stock.
(4) Exclusive of accrued interest or accrued dividends, if any. No
separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of,
other securities registered hereunder.
(5) If the registrant elects to offer to the public fractional interests
in shares of Preferred Stock registered hereunder, Depositary Receipts
will be distributed to those persons purchasing such fractional
interests and the shares will be issued to the Depositary under the
Deposit Agreement. The number of Depositary Shares to be evidenced by
Depositary Receipts issued pursuant to a Deposit Agreement is
indeterminate.
_____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A), MAY DETERMINE.
