SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOWARD RANDALL E

(Last)

(First)

(Middle)

PRESIDENT, COMMERCIAL BANKING

HIBERNIA NATIONAL BANK, P. O. BOX 61540

(Street)

NEW ORLEANS

70161

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HIBERNIA CORP [ HIB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Commercial Banking

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2004		J⁽¹⁾		139.4365	A	$0	18,201.918	I	by Ret Security Plan⁽²⁾
Common Stock								1,939.6679	I	by ESOP⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$9.9063	11/04/2004		M			47,500	⁽⁴⁾	01/25/2010	Common Stock	47,500	$9.9063	14,700	D
Non-Qualified Stock Option (right to buy)	$19.5	11/04/2004		M			32,500	⁽⁵⁾	02/01/2008	Common Stock	32,500	$19.5	32,500	D
Non-Qualified Stock Option (right to buy)	$13.47							⁽⁶⁾	01/23/2011	Common Stock	65,000		65,000	D
Non-Qualified Stock Option (right to buy)	$16.0938							⁽⁷⁾	01/26/2009	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$17.955							⁽⁸⁾	01/28/2012	Common Stock	45,000		45,000	D
Non-Qualified Stock Option (right to buy)	$18.525							⁽⁹⁾	01/27/2013	Common Stock	45,000		45,000	D
Non-Qualified Stock Option (right to buy)	$23.23							⁽¹⁰⁾	01/26/2014	Common Stock	45,000		45,000	D
Phantom Stock	⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	2,888.16		2,888.16	D

Explanation of Responses:

1. Exempt acquisition under tax conditioned plan.

2. Represents number of shares beneficially owned as of November 4, 2004, based on information from the plan record keeper.

3. Represents number of shares beneficially owned as of December 31, 2003, based on information from the plan record keeper.

4. This option becomes exercisable as to 31,100 shares on January 25, 2002, an additional 15,550 shares on January 25, 2003 and the remaining 15,550 shares on January 25, 2004, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

5. This option becomes exercisable as to 32,500 shares on February 1, 2000, an additional 16,250 shares on February 1, 2001 and the remaining 16,250 shares on February 1, 2002, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

6. This option becomes exercisable as to 32,500 shares on January 23, 2003, an additional 16,250 shares on January 23, 2004 and the remaining 16,250 shares on January 23, 2005, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

7. This option becomes exercisable as to 25,000 shares on January 26, 2001, an additional 12,500 shares on January 26, 2002 and the remaining 12,500 shares on January 26, 2003, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

8. This option becomes exercisable as to 22,500 shares on January 28, 2004, an additional 11,250 shares on January 28, 2005 and the remaining 11,250 shares on January 28, 2006, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

9. This option becomes exercisable as to 22,500 shares on January 27, 2005, an additional 11,250 shares on January 27, 2006, and the remaining 11,250 shares on January 27, 2007, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

10. This option becomes exercisable as to 22,500 shares on January 26, 2006, an additional 11,250 shares on January 26, 2007 and the remaining 11,500 shares on January 26, 2008, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

11. 1 for 1

12. The units (which were allocated under a nonqualified deferred compensation plan) are to be settled in cash pursuant to the reporting person's payment election. Units are generally payable after termination of employment in the form of a single sum payment or installments over a period of not more than 20 years.

	By: /s/Cathy E. Chessin For: Randall E. Howard	11/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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