<PAGE>   1

                                                     Signed Copy (with Exhibits)
                                                     Registration No. 33-______
   As filed with the Securities and Exchange Commission on December 21, 1995
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             COMERICA INCORPORATED
             (Exact name of registrant as specified in its charter)

                    Delaware                            38-1998421
          (State of Incorporation)       (I.R.S. Employer Identification No.)

                               One Detroit Center
                        500 Woodward Avenue, 31st Floor,
                            Detroit, Michigan 48226
                                 (313) 222-3300

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                        METROBANK 1982 STOCK OPTION PLAN
                            (Full title of the Plan)

                              Judith C. Lalka Dart
            Executive Vice President, General Counsel and Secretary
                             Comerica Incorporated
                               One Detroit Center
                        500 Woodward Avenue, 33rd Floor
                            Detroit, Michigan 48226
                                 (313) 222-3300

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)


                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Title of securities      Amount to be       Proposed maximum offering     Proposed maximum aggregate      Amount of
to be registered         registered(1)         price per share (2)           offering price (3)         registration fee
- ----------------         ----------            ---------------               --------------             ----------------
<S>                 <C>                    <C>                            <C>                          <C>
Common Stock           100,000 shares               $10.23                       $447,172                     $154.20
$5.00 par value
               
</TABLE>

- ---------------------------
        (1) Pursuant to Rule 416(a), this Registration Statement shall also be
deemed to cover any additional securities to be offered or issued in connection
with terms of the above-referenced Plan which provide for changes in the amount
of securities to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.

        (2) The offering prices per share vary depending on when the options
were granted.  This is the highest exercise price per share.

        (3) Pursuant to Rule 457(h)(1), the offering price is based upon the
price at which the options may be exercised.
<PAGE>   2

                                    PART II

               INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, heretofore filed by Comerica Incorporated
("Comerica") with the Securities and Exchange Commission (the "Commission"),
are incorporated in this Registration Statement by reference:

        1.     Annual Report on Form 10-K for the year ended December 31, 1994.
        2.     All other reports filed pursuant to Section 13(a) or 15(d) of
               the Securities Exchange Act of 1934 (the "Exchange Act") since
               December 31, 1994.
        3.     The description of Comerica's common stock, par value $5.00 per
               share, contained in the Amendment No. 1 to Registration
               Statement on Form S-4 filed August 16, 1995 (Commission File
               Number 33-61487).

     All documents filed with the Commission by Comerica pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any


                                     -2-
<PAGE>   3

other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be  deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The General Corporation Law ("GCL") of the State of Delaware provides that
a Delaware corporation, such as Comerica, may indemnify a director or officer
against his or her expenses and judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, without
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is

                                     -3-
<PAGE>   4

adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper. The GCL also generally permits the advancement of a director's or
officer's expenses, including by means of a mandatory charter or bylaw
provision to that effect, in lieu of requiring the authorization of such
advancement by the Board of Directors in specific cases. Section 12 of Article
V of Comerica's bylaws implements such provisions and provides as follows:

                         INDEMNIFICATION AND INSURANCE

        (a) The Corporation shall indemnify any person who was or is a party or 
  is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the Corporation) by
  reason of the fact that he or she is or was a director, officer or employee
  of the Corporation or is or was serving at the request of the Corporation as
  a director, officer, employee, or agent of another corporation, partnership,
  joint venture, trust, or other enterprise, against expenses (including
  attorneys' fees), judgments, fines, and amounts paid in settlement actually
  and reasonably incurred by him or her in connection with such action, suit,
  or proceeding if he or she acted in good faith and in a manner he or she
  reasonably believed to be in or not opposed to the best interests of the
  Corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to

                                     -4-
<PAGE>   5

  believe his or her conduct was unlawful. Any person who is or was an
  agent of the Corporation may be indemnified to the same extent as hereinabove
  provided. In addition, in the event any such action, suit or proceeding is
  threatened or instituted against a spouse to whom a director or officer is
  legally married at the time such director or officer is covered under the
  indemnification provided herein, which action, suit or proceeding arises
  solely out of his or her status as the spouse of a director or officer,
  including, without limitation, an action, suit or proceeding that seeks
  damages recoverable from marital community property of the director or
  officer and his or her spouse, property owned jointly by them or property
  purported to have been transferred from the director or officer to his or her
  spouse, the spouse of the director or officer shall be indemnified to the
  same extent as hereinabove provided.  The termination of any action, suit, or
  proceeding by judgment, order, settlement, conviction or upon a plea of nolo
  contendere or its equivalent, shall not, of itself, create a presumption that
  the person did not act in good faith and in a manner which he or she
  reasonably believed to be in or not opposed to the best interests of the
  Corporation, and, with respect to any criminal action or proceeding, raise
  any inference that he or she had reasonable cause to believe that his or her
  conduct was unlawful.

        (b) The Corporation shall indemnify any person who was or is a party or
  is threatened to be made a party to any threatened, pending, or completed 
  action or suit by or in the right of the Corporation to procure a judgment 
  in its favor by reason of the fact that he or she is or was a director,


                                     -5-
<PAGE>   6

  officer or employee of the Corporation, or is or was serving at the request 
  of the Corporation as a director, officer, employee or agent of another 
  corporation, partnership, joint venture, trust or other enterprise against 
  expenses (including attorneys' fees) actually and reasonably incurred by 
  such person in connection with the defense or settlement of such action or
  suit if he or she acted in good faith and in a manner he or she reasonably
  believed to be in or not opposed to the best interests of the Corporation,
  and except that no indemnification shall be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable
  to the Corporation unless and only to the extent that the court in which such
  action or suit was brought shall determine upon application that, despite the
  adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the court shall deem proper. Any person who is or was an agent of the
  Corporation may be indemnified to the same extent as hereinabove provided. 
  In addition, in the event any such action or suit is threatened or instituted
  against a spouse to whom a director or officer is legally married at the time
  such director or officer is covered under the indemnification provided herein
  which action or suit arises solely out of his or her status as the spouse of
  a director or officer, including, without limitation, an action or suit that
  seeks damages recoverable from marital community property of the director or
  officer and his or her spouse, property owned jointly by them or property
  purported to have been transferred from the director or officer to his or her


                                     -6-
<PAGE>   7

  spouse, the spouse of the director or officer shall be indemnified to the same
  extent as hereinabove provided.  

        (c) To the extent that a director, officer, spouse of the director or 
  officer, employee, or agent of the Corporation has been successful on the 
  merits or otherwise in defense of any action, suit or proceeding referred
  to in subsections (a) and (b) of this Section, or in defense of any claim,
  issue or matter therein, such person shall be indemnified against expenses
  (including attorneys' fees) actually and reasonably incurred by such person
  in connection therewith.


        (d) Any indemnification under subsections (a) and (b) of this Section
  (unless ordered by a court) shall be made by the Corporation only as
  authorized in the specific case upon a determination that indemnification of
  the director, officer, spouse of the director or officer, employee, or agent
  is proper in the circumstances because such person has met the applicable
  standard of conduct set forth in subsections (a) and (b) of this Section.
  Such determination shall be made (1) by the Board of Directors by a majority
  vote of a quorum consisting of Directors who were not parties to the action,
  suit or proceeding, or (2) if such a quorum is not obtainable, or even if
  obtainable a quorum of disinterested Directors so directs, by independent
  legal counsel chosen by the entire Board of Directors, subject to the
  reasonable satisfaction of the party seeking indemnification, in a written
  opinion, or (3) by the shareholders.

       (e) Expenses (including attorney's fees) incurred by an officer,
  director, or spouse of an officer or director, in defending any civil,
  criminal, administrative or investigative


                                     -7-
<PAGE>   8
  action, suit or proceeding may be paid by the Corporation in advance of
  the final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of the director, officer or spouse to repay such
  amount if it shall ultimately be determined that he or she is not entitled to
  be indemnified by the Corporation as authorized in this Section. Such
  expenses (including attorney's fees) incurred by other employees and agents
  may be so paid upon such terms and conditions, if any, as the board of
  directors deems appropriate.

        (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this Section shall not be
  deemed exclusive of any other rights to which those seeking indemnification
  or advancement of expenses may be entitled under any bylaw, agreement, vote
  of shareholders or disinterested directors or otherwise, both as to action in
  his or her official capacity and as to action in another capacity while
  holding such office.

        (g) The Corporation may purchase and maintain insurance on behalf of any
  person who is or was a director, officer, spouse of a director or officer, 
  employee or agent of the Corporation, or is or was serving at the request of 
  the Corporation as a director, officer, employee or agent of another 
  corporation, partnership, joint venture, trust or other enterprise against 
  any liability asserted against such person and incurred by such person in any 
  such capacity, or arising out of his or her status as such, whether or not 
  the Corporation would have the power to indemnify such person against such 
  liability under the provisions of this Section.




                                     -8-
<PAGE>   9

        (h) For the purposes of this Section, references to "the Corporation"
  include, in addition to the resulting or surviving corporation, any
  constituent corporation (including any constituent of a constituent) absorbed
  in a consolidation or merger which, if its separate existence had continued,
  would have had the power and authority to indemnify its directors, officers,
  spouses of directors or officers, and employees or agents, so that any person
  who is or was a director, officer, spouse of a director or officer, employee
  or agent of such constituent corporation, or is or was serving at the request
  of such constituent corporation as a director, officer, employee, or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  shall stand in the same position under the provisions of this Section with
  respect to the resulting or surviving corporation as he or she would have
  with respect to such constituent corporation if its separate existence had
  continued.

        (i) For purposes of this Section, references to "other enterprises"
  shall include employee benefit plans; references to "fines" shall include 
  any excise taxes assessed on a persons with respect to an employee benefit 
  plan; and references to "serving at the request of the Corporation" shall 
  include any service as a director, officer, employee or agent of the
  Corporation which imposes duties on, or involves services by, such director,
  officer, employee, or agent with respect to an employee benefit plan, its
  participants, or beneficiaries; and a person who acted in good faith and in a
  manner he or she reasonably believed to be in the interest of the
  participants and beneficiaries of an employee benefit plan


                                     -9-
<PAGE>   10

  shall be deemed to have acted in a manner "not opposed to the best interests 
  of the Corporation" as referred to in this Section.  

        (j) The indemnification and advancement of expenses provided by, or 
  granted pursuant to, this Section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent, and with respect to any spouse of a
  director or officer, shall continue following the time the director or
  officer spouse ceases to be a director or officer even if the marriage of the
  individuals terminates prior to the end of the period of coverage, and shall
  inure to the benefit of the heirs, executors and administrators of such a
  person.

        On July 21, 1995, the Corporation amended Section 8(d) of its bylaws to
provide that until June 18, 1998, there shall be an Indemnification Committee
consisting of all of the directors of the Corporation immediately prior to June
18, 1992.  The Indemnification Committee is to make all determinations
necessary with respect to the Corporation's indemnification obligations
pursuant to the Corporation's bylaws prior to June 18, 1992.

        Pursuant to an Agreement and Plan of Merger dated as of October 27,
1991, between the Corporation and Manufacturers National Corporation, the
Corporation has agreed to indemnify each person who was an officer or director
of Manufacturers National Corporation against liabilities arising by reason of
such person's status as a director or officer of Manufacturers National
Corporation prior to its merger with the Corporation on June 18, 1992 to the
extent Manufacturers National Corporation would have


                                    -10-
<PAGE>   11

been permitted to indemnify such person.  Any former director or officer of
Manufacturers National Corporation who is now a director or officer of the
Corporation is entitled to this protection.  Until June 18, 1998, a committee
composed of all individuals who were directors of Manufacturers National
Corporation on June 18, 1992 shall make all determinations required to fulfill
the Corporation's indemnification obligations under this paragraph.

        Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the GCL (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit. At the 1987 Annual Meeting of
Comerica's shareholders, the shareholders approved an amendment to Comerica's
Restated Certificate of Incorporation to include such a provision.

        Comerica has entered into Indemnification Agreements (the "Agreements")
with each of its directors pursuant to which Comerica agrees (i) to indemnify
each such director to the fullest extent permitted by any combination of (a)
the benefits provided by the indemnification provisions of Comerica's bylaws as
in effect on the date of such Agreement, (b) the benefits provided by the
indemnification provisions of Comerica's bylaws in effect at the



                                    -11-
<PAGE>   12

time such indemnified costs are incurred by such director, (c) the benefits
allowable under the GCL in effect at the date of such Agreement or as the same
may be amended (but in the case of any such amendment, only to the extent that
such amendment permits Comerica to provide broader indemnification than such
law permits Comerica to provide prior to such amendment), (d) the benefits
allowable under the law of the jurisdiction under which Comerica is organized
at the time such indemnified costs are incurred by such director, (e) the
benefits available under any Directors' and Officers' Insurance or other
liability insurance obtained by Comerica, and (f) the benefits available to the
fullest extent authorized to be provided to such director by Comerica under the
non-exclusivity provisions of the bylaws of Comerica and the GCL, against
liability and expenses incurred by reason of such person serving as a director
or officer of Comerica or at Comerica's request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or with respect to employee benefit plans; (ii) to advance
certain expenses to such persons; and (iii) except under certain circumstances,
to purchase and maintain in effect one or more Directors' and Officers'
insurance policies.

        No indemnification, reimbursement, or payments are required of Comerica
under the Agreements (except to the extent it is provided from policies of
insurance carried by Comerica): (1) with respect to any claim as to which such
director is finally adjudged by a court of competent jurisdiction to (a) have
acted in bad faith, (b) be liable for acts or omissions which involve
intentional misconduct, a knowing violation of law or of such director's duty
of loyalty to Comerica or its shareholders, (c) have authorized a






                                    -12-
<PAGE>   13

redemption or dividend on Comerica's stock which is prohibited by Delaware law,
or (d) have effected any transaction from which such director has derived an
improper personal benefit within the meaning of Section 102(b)(7) of the GCL,
except to the extent that such court, or another court having jurisdiction,
determines upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such director is fairly and
reasonably entitled to indemnity for such indemnified costs as the court deems
proper; (2) with respect to any payment determined by final judgment of a
court, or other tribunal having jurisdiction over the question, to be unlawful;
and (3) with respect to any obligation of such director under Section 16(b) of
the Securities Exchange Act of 1934, as amended.

        Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of Comerica out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
        Not applicable.

ITEM 8.  EXHIBITS.

        The following documents are attached hereto or incorporated herein by
reference as exhibits to this Registration Statement:

   Exhibit
   Number                                 Description of Document
   -------                                -----------------------

     4.1                  Restated Certificate of Incorporation of Comerica 
                          Incorporated, as amended (incorporated herein by 




                                     -13-
<PAGE>   14

                          reference to Registrant's Annual Report on Form 10-K 
                          for the year ended December 31, 1993 - Commission 
                          File Number 0-7269).
     4.2                  Amended and restated bylaws of Comerica Incorporated 
                          (incorporated herein by reference to Registrant's 
                          Annual Report on Form 10-K for the year ended 
                          December 31, 1993 - Commission File Number 0-7269).
     4.3                  Rights Agreement between Comerica Incorporated and 
                          Comerica Bank (incorporated herein by reference to 
                          Registrant's Annual Report on Form 10-K for the year 
                          ended December 31, 1987 - Commission File No. 0-7269).
     4.4                  First Amendment to the Rights Agreement between 
                          Comerica Incorporated and Comerica Bank (incorporated 
                          herein by reference to Exhibit 1.1 of Registrant's 
                          Form 8 filed November 1, 1991, Commission File Number
                          0-7269).
     4.5                  Issuing and Paying Agency Agreement between Comerica 
                          Bank, as Issuer and Comerica Bank, as Agent 
                          (incorporated herein by reference to Registrant's 
                          Annual Report on Form 10-K for the year ended December
                          31, 1994, Commission File Number 0-7269).
     4.6                  Specimen of certificate for Registrant's common 
                          stock, $5.00 par value (incorporated herein by 
                          reference to Exhibit 4(a) of Registrant's 
                          Registration Statement on Form S-3 dated May 29, 
                          1991, Commission File Number 33-40921).
     5                    Opinion and Consent of John P. Sheridan as to the 
                          legality of the securities being registered.
     15                   N/A



                                     -14-
<PAGE>   15

     23.1                 Consent of Ernst & Young LLP, independent auditors.
     23.2                 Consent of John P. Sheridan, legal counsel 
                          (contained in Exhibit 5).
     24                   Powers of Attorney (contained in the signature pages 
                          of this Registration Statement).
     28                   N/A
     99                   N/A
                             






                                     -15-
<PAGE>   16

ITEM 9. UNDERTAKINGS.

        A.  The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: 

                (i) To include any prospectus required by Section 10(a)(3) of 
        the Securities Act of 1933; 

                (ii) To reflect in the prospectus any facts or events arising 
        after the effective date of the Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement;

                (iii) To include any material information with respect to the 
        plan of distribution not previously disclosed in the Registration 
        Statement or any material change to such information in the 
        Registration Statement;

        Provided, however, that paragraphs A(1)(i) and A(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at





                                     -16-
<PAGE>   17

that time shall be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     B.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the




                                     -17-
<PAGE>   18

successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.













                                     -18-
<PAGE>   19

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing of Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan on
December 12, 1995.

                                                      COMERICA INCORPORATED


                                                      By: /s/ Eugene A. Miller 
                                                          -------------------
                                                          Eugene A. Miller
                                                          Chairman and Chief
                                                          Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below. By so signing, each of the
undersigned, in his or her capacity as a director or officer, or both, as the
case may be, of the registrant, does hereby appoint Eugene A. Miller, John D.
Lewis, Arthur W. Hermann, and Judith C. Dart, and each of them severally, his
or her true and lawful attorney to execute in his or her name, place and stead,
in his or her capacity as a director or officer, or both, as the case may be,
of the registrant, any and all amendments to this Registration Statement and
post-effective amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and



                                     -19-
<PAGE>   20

Exchange Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done in
the premises as fully, and for all intents and purposes, as each of the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.













                                     -20-
<PAGE>   21

<TABLE>
<CAPTION>
                 Signatures                                                  Title                                 Date
                 ----------                                                  -----                                 ----
<S>                                                                  <C>                                      <C>
(1) Principal Executive Officer:
                                                                                                               
/S/ Eugene A. Miller                                                  Chairman and Chief                       November 17, 1995
- -------------------------------------------------                     Executive Officer                        
    Eugene A. Miller                                        

(2) Principal Financial Officer:

/S/ Ralph W. Babb, Jr.                                                Executive Vice President                 November 17, 1995
- -------------------------------------------------                     and Chief Financial Officer                          
    Ralph W. Babb, Jr.                                      

(3) Directors:

/S/ E. Paul Casey                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    E. Paul Casey

                                                                      Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    James F. Cordes

/S/ J. Philip DiNapoli                                                Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    J. Philip DiNapoli

/S/ Max M. Fisher                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Max M. Fisher

/S/ John D. Lewis                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    John D. Lewis

/S/ Patricia Shontz Longe, Ph.D.                                      Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Patricia Shontz Longe, Ph.D.

/S/ Wayne B. Lyon                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Wayne B. Lyon

/S/ Gerald V. MacDonald                                               Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Gerald V. MacDonald

/S/ Eugene A. Miller                                                   Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Eugene A. Miller

/S/ Michael T. Monahan                                                 Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Michael T. Monahan

/S/ Alfred A. Piergallini                                              Director                                November 17, 1995
- -------------------------------------------------                       
    Alfred A. Piergallini

/S/ Alan E. Schwartz                                                   Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Alan E. Schwartz

/S/ Howad F. Sims                                                      Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Howard F. Sims
                  
</TABLE>




                                     E-1
<PAGE>   22

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                             Page in
                                                                                          Sequentially
Exhibit Number                        Description of Document                              Numbered Copy
- --------------                        -----------------------                              -------------
     <S>                    <C>                                                               <C>
      5                     Opinion and consent of John P. Sheridan,                            E-3
                            legal counsel

     23.1                   Consent of Ernst & Young LLP                                        E-5
                            independent auditors
                                                
</TABLE>



















                                     E-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 39770}]
{"company-data": {"conformed-name": "COMERICA INC /NEW/", "cik": "0000028412", "assigned-sic": "6022", "irs-number": "381998421", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65459", "film-number": "95605528"}, "business-address": {"street1": "100 RENAISCANCE CTR", "street2": "SUITE 3800", "city": "DETROIT", "state": "MI", "zip": "48243", "phone": "3132224000"}, "mail-address": {"street1": "411 W LAFAYETTE MAIL CODE 3415", "street2": "ATTN JAY K OBERG", "city": "DETROIT", "state": "MI", "zip": "48226"}, "former-company": {"former-conformed-name": "DETROITBANK CORP", "date-changed": "19850311"}}
1

                                                     Signed Copy (with Exhibits)
                                                     Registration No. 33-______
   As filed with the Securities and Exchange Commission on December 21, 1995
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             COMERICA INCORPORATED
             (Exact name of registrant as specified in its charter)

                    Delaware                            38-1998421
          (State of Incorporation)       (I.R.S. Employer Identification No.)

                               One Detroit Center
                        500 Woodward Avenue, 31st Floor,
                            Detroit, Michigan 48226
                                 (313) 222-3300

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                        METROBANK 1982 STOCK OPTION PLAN
                            (Full title of the Plan)

                              Judith C. Lalka Dart
            Executive Vice President, General Counsel and Secretary
                             Comerica Incorporated
                               One Detroit Center
                        500 Woodward Avenue, 33rd Floor
                            Detroit, Michigan 48226
                                 (313) 222-3300

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
Title of securities      Amount to be       Proposed maximum offering     Proposed maximum aggregate      Amount of
to be registered         registered(1)         price per share (2)           offering price (3)         registration fee
- ----------------         ----------            ---------------               --------------             ----------------
Common Stock           100,000 shares               $10.23                       $447,172                     $154.20
$5.00 par value
- ---------------------------
        (1) Pursuant to Rule 416(a), this Registration Statement shall also be
deemed to cover any additional securities to be offered or issued in connection
with terms of the above-referenced Plan which provide for changes in the amount
of securities to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.

        (2) The offering prices per share vary depending on when the options
were granted.  This is the highest exercise price per share.

        (3) Pursuant to Rule 457(h)(1), the offering price is based upon the
price at which the options may be exercised.
2

                                    PART II

               INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, heretofore filed by Comerica Incorporated
("Comerica") with the Securities and Exchange Commission (the "Commission"),
are incorporated in this Registration Statement by reference:

        1.     Annual Report on Form 10-K for the year ended December 31, 1994.
        2.     All other reports filed pursuant to Section 13(a) or 15(d) of
               the Securities Exchange Act of 1934 (the "Exchange Act") since
               December 31, 1994.
        3.     The description of Comerica's common stock, par value $5.00 per
               share, contained in the Amendment No. 1 to Registration
               Statement on Form S-4 filed August 16, 1995 (Commission File
               Number 33-61487).

     All documents filed with the Commission by Comerica pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any

                                     -2-
3

other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be  deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The General Corporation Law ("GCL") of the State of Delaware provides that
a Delaware corporation, such as Comerica, may indemnify a director or officer
against his or her expenses and judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, without
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is

                                     -3-
4

adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper. The GCL also generally permits the advancement of a director's or
officer's expenses, including by means of a mandatory charter or bylaw
provision to that effect, in lieu of requiring the authorization of such
advancement by the Board of Directors in specific cases. Section 12 of Article
V of Comerica's bylaws implements such provisions and provides as follows:

                         INDEMNIFICATION AND INSURANCE

        (a) The Corporation shall indemnify any person who was or is a party or 
  is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the Corporation) by
  reason of the fact that he or she is or was a director, officer or employee
  of the Corporation or is or was serving at the request of the Corporation as
  a director, officer, employee, or agent of another corporation, partnership,
  joint venture, trust, or other enterprise, against expenses (including
  attorneys' fees), judgments, fines, and amounts paid in settlement actually
  and reasonably incurred by him or her in connection with such action, suit,
  or proceeding if he or she acted in good faith and in a manner he or she
  reasonably believed to be in or not opposed to the best interests of the
  Corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to

                                     -4-
5

  believe his or her conduct was unlawful. Any person who is or was an
  agent of the Corporation may be indemnified to the same extent as hereinabove
  provided. In addition, in the event any such action, suit or proceeding is
  threatened or instituted against a spouse to whom a director or officer is
  legally married at the time such director or officer is covered under the
  indemnification provided herein, which action, suit or proceeding arises
  solely out of his or her status as the spouse of a director or officer,
  including, without limitation, an action, suit or proceeding that seeks
  damages recoverable from marital community property of the director or
  officer and his or her spouse, property owned jointly by them or property
  purported to have been transferred from the director or officer to his or her
  spouse, the spouse of the director or officer shall be indemnified to the
  same extent as hereinabove provided.  The termination of any action, suit, or
  proceeding by judgment, order, settlement, conviction or upon a plea of nolo
  contendere or its equivalent, shall not, of itself, create a presumption that
  the person did not act in good faith and in a manner which he or she
  reasonably believed to be in or not opposed to the best interests of the
  Corporation, and, with respect to any criminal action or proceeding, raise
  any inference that he or she had reasonable cause to believe that his or her
  conduct was unlawful.

        (b) The Corporation shall indemnify any person who was or is a party or
  is threatened to be made a party to any threatened, pending, or completed 
  action or suit by or in the right of the Corporation to procure a judgment 
  in its favor by reason of the fact that he or she is or was a director,

                                     -5-
6

  officer or employee of the Corporation, or is or was serving at the request 
  of the Corporation as a director, officer, employee or agent of another 
  corporation, partnership, joint venture, trust or other enterprise against 
  expenses (including attorneys' fees) actually and reasonably incurred by 
  such person in connection with the defense or settlement of such action or
  suit if he or she acted in good faith and in a manner he or she reasonably
  believed to be in or not opposed to the best interests of the Corporation,
  and except that no indemnification shall be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable
  to the Corporation unless and only to the extent that the court in which such
  action or suit was brought shall determine upon application that, despite the
  adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the court shall deem proper. Any person who is or was an agent of the
  Corporation may be indemnified to the same extent as hereinabove provided. 
  In addition, in the event any such action or suit is threatened or instituted
  against a spouse to whom a director or officer is legally married at the time
  such director or officer is covered under the indemnification provided herein
  which action or suit arises solely out of his or her status as the spouse of
  a director or officer, including, without limitation, an action or suit that
  seeks damages recoverable from marital community property of the director or
  officer and his or her spouse, property owned jointly by them or property
  purported to have been transferred from the director or officer to his or her

                                     -6-
7

  spouse, the spouse of the director or officer shall be indemnified to the same
  extent as hereinabove provided.  

        (c) To the extent that a director, officer, spouse of the director or 
  officer, employee, or agent of the Corporation has been successful on the 
  merits or otherwise in defense of any action, suit or proceeding referred
  to in subsections (a) and (b) of this Section, or in defense of any claim,
  issue or matter therein, such person shall be indemnified against expenses
  (including attorneys' fees) actually and reasonably incurred by such person
  in connection therewith.

        (d) Any indemnification under subsections (a) and (b) of this Section
  (unless ordered by a court) shall be made by the Corporation only as
  authorized in the specific case upon a determination that indemnification of
  the director, officer, spouse of the director or officer, employee, or agent
  is proper in the circumstances because such person has met the applicable
  standard of conduct set forth in subsections (a) and (b) of this Section.
  Such determination shall be made (1) by the Board of Directors by a majority
  vote of a quorum consisting of Directors who were not parties to the action,
  suit or proceeding, or (2) if such a quorum is not obtainable, or even if
  obtainable a quorum of disinterested Directors so directs, by independent
  legal counsel chosen by the entire Board of Directors, subject to the
  reasonable satisfaction of the party seeking indemnification, in a written
  opinion, or (3) by the shareholders.

       (e) Expenses (including attorney's fees) incurred by an officer,
  director, or spouse of an officer or director, in defending any civil,
  criminal, administrative or investigative

                                     -7-
8
  action, suit or proceeding may be paid by the Corporation in advance of
  the final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of the director, officer or spouse to repay such
  amount if it shall ultimately be determined that he or she is not entitled to
  be indemnified by the Corporation as authorized in this Section. Such
  expenses (including attorney's fees) incurred by other employees and agents
  may be so paid upon such terms and conditions, if any, as the board of
  directors deems appropriate.

        (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this Section shall not be
  deemed exclusive of any other rights to which those seeking indemnification
  or advancement of expenses may be entitled under any bylaw, agreement, vote
  of shareholders or disinterested directors or otherwise, both as to action in
  his or her official capacity and as to action in another capacity while
  holding such office.

        (g) The Corporation may purchase and maintain insurance on behalf of any
  person who is or was a director, officer, spouse of a director or officer, 
  employee or agent of the Corporation, or is or was serving at the request of 
  the Corporation as a director, officer, employee or agent of another 
  corporation, partnership, joint venture, trust or other enterprise against 
  any liability asserted against such person and incurred by such person in any 
  such capacity, or arising out of his or her status as such, whether or not 
  the Corporation would have the power to indemnify such person against such 
  liability under the provisions of this Section.

                                     -8-
9

        (h) For the purposes of this Section, references to "the Corporation"
  include, in addition to the resulting or surviving corporation, any
  constituent corporation (including any constituent of a constituent) absorbed
  in a consolidation or merger which, if its separate existence had continued,
  would have had the power and authority to indemnify its directors, officers,
  spouses of directors or officers, and employees or agents, so that any person
  who is or was a director, officer, spouse of a director or officer, employee
  or agent of such constituent corporation, or is or was serving at the request
  of such constituent corporation as a director, officer, employee, or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  shall stand in the same position under the provisions of this Section with
  respect to the resulting or surviving corporation as he or she would have
  with respect to such constituent corporation if its separate existence had
  continued.

        (i) For purposes of this Section, references to "other enterprises"
  shall include employee benefit plans; references to "fines" shall include 
  any excise taxes assessed on a persons with respect to an employee benefit 
  plan; and references to "serving at the request of the Corporation" shall 
  include any service as a director, officer, employee or agent of the
  Corporation which imposes duties on, or involves services by, such director,
  officer, employee, or agent with respect to an employee benefit plan, its
  participants, or beneficiaries; and a person who acted in good faith and in a
  manner he or she reasonably believed to be in the interest of the
  participants and beneficiaries of an employee benefit plan

                                     -9-
10

  shall be deemed to have acted in a manner "not opposed to the best interests 
  of the Corporation" as referred to in this Section.  

        (j) The indemnification and advancement of expenses provided by, or 
  granted pursuant to, this Section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent, and with respect to any spouse of a
  director or officer, shall continue following the time the director or
  officer spouse ceases to be a director or officer even if the marriage of the
  individuals terminates prior to the end of the period of coverage, and shall
  inure to the benefit of the heirs, executors and administrators of such a
  person.

        On July 21, 1995, the Corporation amended Section 8(d) of its bylaws to
provide that until June 18, 1998, there shall be an Indemnification Committee
consisting of all of the directors of the Corporation immediately prior to June
18, 1992.  The Indemnification Committee is to make all determinations
necessary with respect to the Corporation's indemnification obligations
pursuant to the Corporation's bylaws prior to June 18, 1992.

        Pursuant to an Agreement and Plan of Merger dated as of October 27,
1991, between the Corporation and Manufacturers National Corporation, the
Corporation has agreed to indemnify each person who was an officer or director
of Manufacturers National Corporation against liabilities arising by reason of
such person's status as a director or officer of Manufacturers National
Corporation prior to its merger with the Corporation on June 18, 1992 to the
extent Manufacturers National Corporation would have

                                    -10-
11

been permitted to indemnify such person.  Any former director or officer of
Manufacturers National Corporation who is now a director or officer of the
Corporation is entitled to this protection.  Until June 18, 1998, a committee
composed of all individuals who were directors of Manufacturers National
Corporation on June 18, 1992 shall make all determinations required to fulfill
the Corporation's indemnification obligations under this paragraph.

        Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the GCL (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit. At the 1987 Annual Meeting of
Comerica's shareholders, the shareholders approved an amendment to Comerica's
Restated Certificate of Incorporation to include such a provision.

        Comerica has entered into Indemnification Agreements (the "Agreements")
with each of its directors pursuant to which Comerica agrees (i) to indemnify
each such director to the fullest extent permitted by any combination of (a)
the benefits provided by the indemnification provisions of Comerica's bylaws as
in effect on the date of such Agreement, (b) the benefits provided by the
indemnification provisions of Comerica's bylaws in effect at the

                                    -11-
12

time such indemnified costs are incurred by such director, (c) the benefits
allowable under the GCL in effect at the date of such Agreement or as the same
may be amended (but in the case of any such amendment, only to the extent that
such amendment permits Comerica to provide broader indemnification than such
law permits Comerica to provide prior to such amendment), (d) the benefits
allowable under the law of the jurisdiction under which Comerica is organized
at the time such indemnified costs are incurred by such director, (e) the
benefits available under any Directors' and Officers' Insurance or other
liability insurance obtained by Comerica, and (f) the benefits available to the
fullest extent authorized to be provided to such director by Comerica under the
non-exclusivity provisions of the bylaws of Comerica and the GCL, against
liability and expenses incurred by reason of such person serving as a director
or officer of Comerica or at Comerica's request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or with respect to employee benefit plans; (ii) to advance
certain expenses to such persons; and (iii) except under certain circumstances,
to purchase and maintain in effect one or more Directors' and Officers'
insurance policies.

        No indemnification, reimbursement, or payments are required of Comerica
under the Agreements (except to the extent it is provided from policies of
insurance carried by Comerica): (1) with respect to any claim as to which such
director is finally adjudged by a court of competent jurisdiction to (a) have
acted in bad faith, (b) be liable for acts or omissions which involve
intentional misconduct, a knowing violation of law or of such director's duty
of loyalty to Comerica or its shareholders, (c) have authorized a

                                    -12-
13

redemption or dividend on Comerica's stock which is prohibited by Delaware law,
or (d) have effected any transaction from which such director has derived an
improper personal benefit within the meaning of Section 102(b)(7) of the GCL,
except to the extent that such court, or another court having jurisdiction,
determines upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such director is fairly and
reasonably entitled to indemnity for such indemnified costs as the court deems
proper; (2) with respect to any payment determined by final judgment of a
court, or other tribunal having jurisdiction over the question, to be unlawful;
and (3) with respect to any obligation of such director under Section 16(b) of
the Securities Exchange Act of 1934, as amended.

        Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of Comerica out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
        Not applicable.

ITEM 8.  EXHIBITS.

        The following documents are attached hereto or incorporated herein by
reference as exhibits to this Registration Statement:

   Exhibit
   Number                                 Description of Document
   -------                                -----------------------

     4.1                  Restated Certificate of Incorporation of Comerica 
                          Incorporated, as amended (incorporated herein by 

                                     -13-
14

                          reference to Registrant's Annual Report on Form 10-K 
                          for the year ended December 31, 1993 - Commission 
                          File Number 0-7269).
     4.2                  Amended and restated bylaws of Comerica Incorporated 
                          (incorporated herein by reference to Registrant's 
                          Annual Report on Form 10-K for the year ended 
                          December 31, 1993 - Commission File Number 0-7269).
     4.3                  Rights Agreement between Comerica Incorporated and 
                          Comerica Bank (incorporated herein by reference to 
                          Registrant's Annual Report on Form 10-K for the year 
                          ended December 31, 1987 - Commission File No. 0-7269).
     4.4                  First Amendment to the Rights Agreement between 
                          Comerica Incorporated and Comerica Bank (incorporated 
                          herein by reference to Exhibit 1.1 of Registrant's 
                          Form 8 filed November 1, 1991, Commission File Number
                          0-7269).
     4.5                  Issuing and Paying Agency Agreement between Comerica 
                          Bank, as Issuer and Comerica Bank, as Agent 
                          (incorporated herein by reference to Registrant's 
                          Annual Report on Form 10-K for the year ended December
                          31, 1994, Commission File Number 0-7269).
     4.6                  Specimen of certificate for Registrant's common 
                          stock, $5.00 par value (incorporated herein by 
                          reference to Exhibit 4(a) of Registrant's 
                          Registration Statement on Form S-3 dated May 29, 
                          1991, Commission File Number 33-40921).
     5                    Opinion and Consent of John P. Sheridan as to the 
                          legality of the securities being registered.
     15                   N/A

                                     -14-
15

     23.1                 Consent of Ernst & Young LLP, independent auditors.
     23.2                 Consent of John P. Sheridan, legal counsel 
                          (contained in Exhibit 5).
     24                   Powers of Attorney (contained in the signature pages 
                          of this Registration Statement).
     28                   N/A
     99                   N/A
                             

                                     -15-
16

ITEM 9. UNDERTAKINGS.

        A.  The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: 

                (i) To include any prospectus required by Section 10(a)(3) of 
        the Securities Act of 1933; 

                (ii) To reflect in the prospectus any facts or events arising 
        after the effective date of the Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement;

                (iii) To include any material information with respect to the 
        plan of distribution not previously disclosed in the Registration 
        Statement or any material change to such information in the 
        Registration Statement;

        Provided, however, that paragraphs A(1)(i) and A(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at

                                     -16-
17

that time shall be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     B.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the

                                     -17-
18

successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     -18-
19

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing of Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan on
December 12, 1995.

                                                      COMERICA INCORPORATED

                                                      By: /s/ Eugene A. Miller 
                                                          -------------------
                                                          Eugene A. Miller
                                                          Chairman and Chief
                                                          Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below. By so signing, each of the
undersigned, in his or her capacity as a director or officer, or both, as the
case may be, of the registrant, does hereby appoint Eugene A. Miller, John D.
Lewis, Arthur W. Hermann, and Judith C. Dart, and each of them severally, his
or her true and lawful attorney to execute in his or her name, place and stead,
in his or her capacity as a director or officer, or both, as the case may be,
of the registrant, any and all amendments to this Registration Statement and
post-effective amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and

                                     -19-
20

Exchange Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done in
the premises as fully, and for all intents and purposes, as each of the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.

                                     -20-
21
Signatures                                                  Title                                 Date
                 ----------                                                  -----                                 ----
(1) Principal Executive Officer:
                                                                                                               
/S/ Eugene A. Miller                                                  Chairman and Chief                       November 17, 1995
- -------------------------------------------------                     Executive Officer                        
    Eugene A. Miller                                        

(2) Principal Financial Officer:

/S/ Ralph W. Babb, Jr.                                                Executive Vice President                 November 17, 1995
- -------------------------------------------------                     and Chief Financial Officer                          
    Ralph W. Babb, Jr.                                      

(3) Directors:

/S/ E. Paul Casey                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    E. Paul Casey

                                                                      Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    James F. Cordes

/S/ J. Philip DiNapoli                                                Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    J. Philip DiNapoli

/S/ Max M. Fisher                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Max M. Fisher

/S/ John D. Lewis                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    John D. Lewis

/S/ Patricia Shontz Longe, Ph.D.                                      Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Patricia Shontz Longe, Ph.D.

/S/ Wayne B. Lyon                                                     Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Wayne B. Lyon

/S/ Gerald V. MacDonald                                               Director                                 November 17, 1995
- -------------------------------------------------                                                                               
    Gerald V. MacDonald

/S/ Eugene A. Miller                                                   Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Eugene A. Miller

/S/ Michael T. Monahan                                                 Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Michael T. Monahan

/S/ Alfred A. Piergallini                                              Director                                November 17, 1995
- -------------------------------------------------                       
    Alfred A. Piergallini

/S/ Alan E. Schwartz                                                   Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Alan E. Schwartz

/S/ Howad F. Sims                                                      Director                                November 17, 1995
- -------------------------------------------------                                                                               
    Howard F. Sims
E-1
22

                                 EXHIBIT INDEX
Page in
                                                                                          Sequentially
Exhibit Number                        Description of Document                              Numbered Copy
- --------------                        -----------------------                              -------------
5                     Opinion and consent of John P. Sheridan,                            E-3
                            legal counsel

     23.1                   Consent of Ernst & Young LLP                                        E-5
                            independent auditors
E-2