<PAGE>   1

<TABLE>
<S>                                                                                  <C>
                                                                                     Signed Copy (with Exhibits)
   As filed with the Securities and Exchange Commission on __________, 1995           Registration No. 33-______
</TABLE>

                       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)

                    UNIVERSITY NATIONAL BANK & TRUST COMPANY
                             1980 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         165,000 shares                 $21.02                                $2,620,775                   $903.72
$5.00 par value

Rights               (4)                            None(5)                               None(5)                      0   
</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.

     (4) The Rights are not presently separable from the shares of Common Stock
or exercisable. The number of Rights per share of Common Stock is subject to
adjustment in the event of stock splits, stock-on-stock dividends or similar
events. Currently, each share of Common Stock carries 1/9 of one Right.

     (5) No separate consideration will be received for the Rights.
<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 Registration Statement on Form S-4 filed
               November 19, 1994 (Commission File Number 33-56627).

        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.

        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.





                                      -10-
<PAGE>   11

        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 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.





                                      -11-
<PAGE>   12

        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 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.





                                      -12-
<PAGE>   13

ITEM 8.  EXHIBITS.
        The following documents are attached hereto or incorporated herein by
reference as exhibits to this Registration Statement:



<TABLE>
<CAPTION>
   Exhibit
   Number                      Description of Document
   -------                     -----------------------
     <S>       <C>
            
     4.1       Restated Certificate of Incorporation of Comerica Incorporated, as amended (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).
            
     4.2       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).
</TABLE>    





                                      -13-
<PAGE>   14

<TABLE>
<CAPTION>
   Exhibit
   Number                       Description of Document
   -------                      -----------------------
     <S>        <C>
            
     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
            
     23.1       Consent of Ernst and 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
</TABLE>    





                                      -14-
<PAGE>   15

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





                                      -15-
<PAGE>   16

securities offered therein, and the offering of such securities at 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





                                      -16-
<PAGE>   17

a director, officer or controlling person of the Registrant in the 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.





                                      -17-
<PAGE>   18

                                   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
April 17, 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





                                      -18-
<PAGE>   19

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.





                                      -19-
<PAGE>   20
        
<TABLE>
<CAPTION>
        Signatures                                       Title                                              Date
        ----------                                       -----                                              ----
<S>                                              <C>                                               <C>
                                                                                  
(1) Principal Executive Officer:                                                  
                                                                                  
/s/ Eugene A. Miller                             Chairman and Chief                                 March 17, 1995
- ---------------------------------                Executive Officer                                  ---------------      
    Eugene A. Miller                                                              
                                                                                  
(2) Principal Financial Officer:                                                  
                                                                                  
                                                 
/s/ Paul H. Martzowka                            Executive Vice President                           March 17, 1995
- ---------------------------------                and Chief Financial Officer                        ---------------      
    Paul H. Martzowka                                                             
                                                                                  
(3) Directors:                                                                    
                                                                                  
/s/ E. Paul Casey                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    E. Paul Casey                                                                 
                                                                                  
/s/ James F. Cordes                                      Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    James F. Cordes                                                               
                                                                                  
/s/ J. Philip DiNapoli                                   Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    J. Philip DiNapoli                                                            
                                                                                  
/s/ Max M. Fisher                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Max M. Fisher                                                                 
                                                                                  
/s/ John D. Lewis                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    John D. Lewis                                                                 
                                                                                  
/s/ Patricia Shontz Longe                                Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Patricia Shontz Longe, Ph.D.                                                  
                                                                                  
/s/ Wayne B. Lyon                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Wayne B. Lyon                                                                 
                                                                                  
/s/ Gerald V. MacDonald                                  Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Gerald V. MacDonald                                                           
                                                                                  
/s/ Eugene A. Miller                                     Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Eugene A. Miller                                                              
                                                                                  
/s/ Michael T. Monahan                                   Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Michael T. Monahan                                                            
                                                                                  
/s/ Alfred A. Piergallini                                Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Alfred A. Piergallini                                                         
                                                                                  
/s/ Alan E. Schwartz                                     Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Alan E. Schwartz                                                              
                                                                                  
/s/ Howard F. Sims                                       Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Howard F. Sims                                                                
                                                                                  
</TABLE>




                                      -20-
<PAGE>   21


                                 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,
                            legal counsel

     23.1                   Consent of Ernst & Young LLP
                            independent auditors

</TABLE>




                                     E-1
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 41484}]
{"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": "033-58823", "film-number": "95531321"}, "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)
   As filed with the Securities and Exchange Commission on __________, 1995           Registration No. 33-______
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)

                    UNIVERSITY NATIONAL BANK & TRUST COMPANY
                             1980 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         165,000 shares                 $21.02                                $2,620,775                   $903.72
$5.00 par value

Rights               (4)                            None(5)                               None(5)                      0
- ---------------

     (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.

     (4) The Rights are not presently separable from the shares of Common Stock
or exercisable. The number of Rights per share of Common Stock is subject to
adjustment in the event of stock splits, stock-on-stock dividends or similar
events. Currently, each share of Common Stock carries 1/9 of one Right.

     (5) No separate consideration will be received for the Rights.
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 Registration Statement on Form S-4 filed
               November 19, 1994 (Commission File Number 33-56627).

        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.

        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.

                                      -10-
11

        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 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.

                                      -11-
12

        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 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.

                                      -12-
13

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 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).
-13-
14
Exhibit
   Number                       Description of Document
   -------                      -----------------------
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
            
     23.1       Consent of Ernst and 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
-14-
15

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

                                      -15-
16

securities offered therein, and the offering of such securities at 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

                                      -16-
17

a director, officer or controlling person of the Registrant in the 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.

                                      -17-
18

                                   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
April 17, 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

                                      -18-
19

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.

                                      -19-
20
Signatures                                       Title                                              Date
        ----------                                       -----                                              ----
(1) Principal Executive Officer:                                                  
                                                                                  
/s/ Eugene A. Miller                             Chairman and Chief                                 March 17, 1995
- ---------------------------------                Executive Officer                                  ---------------      
    Eugene A. Miller                                                              
                                                                                  
(2) Principal Financial Officer:                                                  
                                                                                  
                                                 
/s/ Paul H. Martzowka                            Executive Vice President                           March 17, 1995
- ---------------------------------                and Chief Financial Officer                        ---------------      
    Paul H. Martzowka                                                             
                                                                                  
(3) Directors:                                                                    
                                                                                  
/s/ E. Paul Casey                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    E. Paul Casey                                                                 
                                                                                  
/s/ James F. Cordes                                      Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    James F. Cordes                                                               
                                                                                  
/s/ J. Philip DiNapoli                                   Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    J. Philip DiNapoli                                                            
                                                                                  
/s/ Max M. Fisher                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Max M. Fisher                                                                 
                                                                                  
/s/ John D. Lewis                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    John D. Lewis                                                                 
                                                                                  
/s/ Patricia Shontz Longe                                Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Patricia Shontz Longe, Ph.D.                                                  
                                                                                  
/s/ Wayne B. Lyon                                        Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Wayne B. Lyon                                                                 
                                                                                  
/s/ Gerald V. MacDonald                                  Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Gerald V. MacDonald                                                           
                                                                                  
/s/ Eugene A. Miller                                     Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Eugene A. Miller                                                              
                                                                                  
/s/ Michael T. Monahan                                   Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Michael T. Monahan                                                            
                                                                                  
/s/ Alfred A. Piergallini                                Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Alfred A. Piergallini                                                         
                                                                                  
/s/ Alan E. Schwartz                                     Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Alan E. Schwartz                                                              
                                                                                  
/s/ Howard F. Sims                                       Director                                   March 17, 1995
- ---------------------------------                                                                   ---------------      
    Howard F. Sims
-20-
21

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

     23.1                   Consent of Ernst & Young LLP
                            independent auditors
E-1