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^*

HOADLEY RUSSELL S

(Last)

(First)

(Middle)

EVP & CHIEF PUBLIC AFFAIRS OFF

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Public Affairs Off

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2005

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	01/24/2005		J⁽¹⁾		478.4202	A	$0	25,766.1702	D
Common Stock	01/24/2005		J⁽²⁾		164.1793	A	$0	6,991.6069	I	by Ret Security Plan⁽³⁾
Common Stock	01/24/2005		J⁽⁴⁾		4.918	A	$0	338.33	I	by Spouse
Common Stock								3,206.8761	I	by ESOP⁽⁵⁾

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)	$26.35	01/24/2005		A		25,000		⁽⁶⁾	01/24/2015	Common Stock	25,000	$26.35	25,000	D
Non-Qualified Stock Option (right to buy)	$9.9063							⁽⁷⁾	01/25/2010	Common Stock	27,200		27,200	D
Non-Qualified Stock Option (right to buy)	$10.1875							⁽⁸⁾	03/18/2006	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$13.4375							⁽⁹⁾	01/27/2007	Common Stock	23,500		23,500	D
Non-Qualified Stock Option (right to buy)	$13.47							⁽¹⁰⁾	01/23/2011	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$16.0938							⁽¹¹⁾	01/26/2009	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$17.955							⁽¹²⁾	01/28/2012	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$18.2813							⁽¹³⁾	01/27/2008	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$18.525							⁽¹⁴⁾	01/27/2013	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$23.23							⁽¹⁵⁾	01/26/2014	Common Stock	25,000		25,000	D
Phantom Stock	⁽¹⁶⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	530.8962		530.8962	D

Explanation of Responses:

1. Exempt acquisition under dividend reinvestment plans.

2. Exempt acquisition under tax conditioned plan.

3. Represents number of shares beneficially owned as of December 31, 2004, based on information from the plan record keeper.

4. Exempt acquisition under dividend reinvestment plan.

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

6. This option becomes exercisable as to 12,500 shares on January 24, 2007, an additional 6,250 shares on January 24, 2008, and the remaining 6,250 shares on January 24, 2009, 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 13,600 shares on January 25, 2002, an additional 6,800 shares on January 25, 2003 and the remaining 6,800 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.

8. This option becomes exercisable as to 11,250 shares on March 18, 1998, an additional 5,625 shares on March 18, 1999 and the remaining 5,625 shares on March 18, 2000, 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 11,750 shares on January 27, 1999, an additional 5,875 shares on January 27, 2000 and the remaining 5,875 shares on January 27, 2001, 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 15,000 shares on January 23, 2003, an additional 7,500 shares on January 23, 2004 and the remaining 7,500 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.

11. This option becomes exercisable as to 12,500 shares on January 26, 2001, an additional 6,250 shares on January 26, 2002 and the remaining 6,250 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.

12. This option becomes exercisable as to 12,500 shares on January 28, 2004, an additional 6,250 shares on January 28, 2005 and the remaining 6,250 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.

13. This option becomes exercisable as to 12,500 shares on January 27, 2000, an additional 6,250 shares on January 27, 2001 and the remaining 6,250 shares on January 27, 2002, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares.

14. This option becomes exercisable as to 12,500 shares on January 27, 2005, an additional 6,250 shares on January 27, 2006, and the remaining 6,250 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.

15. This option becomes exercisable as to 12,500 shares on January 26, 2006, an additional 6,250 shares on January 26, 2007 and the remaining 6,250 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.

16. 1 for 1

17. 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: Russell S. Hoadley	01/26/2005
	** 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).
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