<PAGE> 1
    As Filed with the Securities and Exchange Commission on March 10, 1998
                                              Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  __________

                        FORM S-8 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                                  __________

                        MERCANTILE BANCORPORATION INC.
              (Exact name of registrant as specified in charter)

                 MISSOURI                                  43-0951744
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification Number)

              P.O.  BOX 524
           ST. LOUIS, MISSOURI                             63166-0524
 (Address of principal executive offices)                  (Zip Code)
                                  __________

                        MERCANTILE BANCORPORATION INC.
           AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN
                                      AND
                        MERCANTILE BANCORPORATION INC.
                  AMENDED AND RESTATED STOCK INCENTIVE PLAN
                          FOR NON-EMPLOYEE DIRECTORS
                                      AND
                        MERCANTILE BANCORPORATION INC.
                   VOLUNTARY DEFERRED COMPENSATION PLAN FOR
            NON-EMPLOYEE AFFILIATE DIRECTORS AND ADVISORY DIRECTORS
                           (Full title of the plans)
                                  __________

                     ____________________________________
                             JON W. BILSTROM, ESQ.
                                GENERAL COUNSEL
                        MERCANTILE BANCORPORATION INC.
                                 P. O. BOX 524
                        ST. LOUIS, MISSOURI  63166-0524
                    (Name and address of agent for service)
                          TELEPHONE:  (314)  425-2525
                                  __________

                                   Copy to:

              JOHN Q. ARNOLD                        ROBERT M. LAROSE, ESQ.
 VICE CHAIRMAN & CHIEF FINANCIAL OFFICER               THOMPSON COBURN
      MERCANTILE BANCORPORATION INC.                ONE MERCANTILE CENTER
              P.O. BOX  524                       ST. LOUIS, MISSOURI 63101
      ST. LOUIS, MISSOURI 63166-0524                    (314) 552-6000
              (314) 425-2525

<TABLE>
                                             CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
  TITLE OF SECURITIES TO BE           AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM AGGREGATE    AMOUNT OF REGISTRATION
         REGISTERED                    REGISTERED     OFFERING PRICE PER        OFFERING PRICE<F2>                 FEE
                                                          SHARE<F2>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                     <C>                          <C>
Common Stock, $.01 par value<F1>     787,500 shares         $54.00                  $42,525,000                  $12,545
====================================================================================================================================
<FN>
<F1>  Includes one attached Preferred Share Purchase Right per share.
<F2>  Estimated solely for purposes of computing the Registration Fee
      pursuant to the provisions of Section 457(c), based upon the average
      of the high and low sale prices of common stock, $0.01 par value, of
      the Registrant as reported on the New York Stock Exchange on March
      6, 1998.
</TABLE>

<PAGE> 2

      The undersigned Registrant hereby files this Registration Statement on
Form S-8 (the "Registration Statement") to register 787,500 shares of
Mercantile Bancorporation Inc. ("Mercantile" or the "Company") common stock,
$0.01 par value, and attached Preferred Share Purchase Rights of Mercantile, for
issuance to optionees under (i) the Mercantile Bancorporation Inc. Voluntary
Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory
Directors (the "1996 Plan"), (ii) the Mercantile Bancorporation Inc. Amended
and Restated Voluntary Deferred Compensation Plan (the "1997 Plan") and (iii)
the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan
for Non-Employee Directors (the "1998 Plan" and, together with the 1996 Plan
and the 1997 Plan, the "Mercantile Plans").  Of the 787,500 shares registered
by this Registration Statement, 240,000, 210,000 and 337,500 shares are
registered for issuance pursuant to the 1996 Plan, the 1997 Plan and the 1998
Plan, respectively.

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

      The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are
incorporated herein by reference:

      (a)   Mercantile's Annual Report on Form 10-K for the year ended
            December 31, 1996, as amended by Form 10-K/A.

      (b)   Mercantile's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1997, June 30, 1997 and September 30, 1997.

      (c)   Mercantile's Current Reports on Form 8-K dated April 25, 1997 (as
            amended by Form 8-K/A dated may 22, 1997), May 13, 1997, July
            1, 1997, January 10, 1998, January 30, 1998 and two reports
            dated September 25, 1997.

      (d)   The description of Mercantile's Common Stock set forth in Item 1
            of Mercantile's Registration Statement on Form 8-A, dated March
            5, 1993, and any amendment or report filed for the purpose of
            updating such description.

      The following document filed with the Commission by Roosevelt Financial
Group, Inc. ("Roosevelt") under the Exchange Act is incorporated herein by
reference:  Annual Report on Form 10-K for the year ended December 31, 1996,
as amended on Form 10-K/A on March 14, 1997 and on Form 10-K/A-2 on April 29,
1997.

      Such incorporation by reference shall not be deemed to incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and made a
part hereof from the date any such document is filed.  The information
relating to the Company contained in this Registration Statement does not
purport to be complete and should be read together with the information in
the documents incorporated by reference herein.  Any statement contained
herein or in a document incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that a subsequent
statement contained herein or in any other subsequently filed document
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

      Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plans is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in the Registration Statement, excluding
exhibits unless such exhibits are specifically incorporated by reference.

Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

      Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may 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 by reason of

                                    - 2 -
<PAGE> 3

the fact that he is or was a director, 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 expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he 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 believe his conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses.  Section 351.355(3) provides that,
to the extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or proceeding or
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in connection
with such action, suit or proceeding.  Section 351.355(7) provides that a
corporation may provide additional indemnification to any person
indemnifiable under subsection (1) or (2), provided such additional
indemnification is authorized by the corporation's articles of incorporation
or an amendment thereto or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct or which involved an accounting for profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934.

      Article 12 of the Restated Articles of Incorporation of the Registrant
provides that the Registrant shall extend to its directors and executive
officers the indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it may
extend to other officers, employees and agents such indemnification and
additional indemnification.

      Pursuant to directors' and officers' liability insurance policies, with
total annual limits of $30,000,000, the Registrant's directors and officers
are insured, subject to the limits, retention, exceptions and other terms and
conditions of such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers of the Registrant, individually or
collectively, or any matter claimed against them solely by reason of their
being directors or officers of the Registrant.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.

Item 8.     Exhibits.
            --------

      See Exhibit Index located at page 7 hereof.

Item 9.     Undertakings.
            ------------

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers and 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;

                                    - 3 -
<PAGE> 4

                  (iii) To include any material information with respect to
            the plan of distribution 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) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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
      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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, 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 foregoing provisions,
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 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.



                                    - 4 -
<PAGE> 5

                                  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 on 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 St. Louis, State of Missouri, on
March 9, 1998.

                                    MERCANTILE  BANCORPORATION  INC.


                                    By   /s/ Thomas H. Jacobsen
                                       ----------------------------------------
                                       Thomas H. Jacobsen, Chairman of the
                                       Board, President and Chief Executive
                                       Officer

                               POWER OF ATTORNEY
                               -----------------

      We, the undersigned officers and directors of Mercantile Bancorporation
Inc., hereby severally and individually constitute and appoint Thomas H.
Jacobsen and John Q. Arnold, and each of them, the true and lawful attorneys
and agents of each of us to execute in the name, place and stead of each of
us (individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-8 relating to the Mercantile
Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee
Affiliate Directors and Advisory Directors, the Mercantile Bancorporation
Inc. Amended and Restated Voluntary Deferred Compensation Plan and the
Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for
Non-Employee Directors and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with
or without the others and to have full power and authority to do and perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
       Signature                             Title                                      Date
       ---------                             -----                                      ----

<S>                                 <C>                                             <C>

/s/ Thomas H. Jacobsen
------------------------------      Chairman of the Board,                          March 9, 1998
Thomas H. Jacobsen                  President and  Chief Executive
Principal Executive Officer         Officer


/s/ John Q. Arnold
------------------------------      Vice Chairman and                               March 9, 1998
John Q. Arnold                      Chief Financial Officer
Principal Financial Officer


/s/ Michael T. Normile
------------------------------      Senior Vice President - Finance                 March 9, 1998
Michael T. Normile                  and Control
Principal Accounting Officer


/s/ Richard E. Beumer
------------------------------      Director                                        March 9, 1998
Richard E. Beumer


/s/ Harry M. Cornell, Jr.
------------------------------      Director                                        March 9, 1998
Harry M. Cornell, Jr.


                                    - 5 -
<PAGE> 6


------------------------------      Director                                        March  , 1998
Dr. Henry Givens, Jr.


/s/ William A. Hall
------------------------------      Director                                        March 9, 1998
William A. Hall


/s/ Thomas A. Hays
------------------------------      Director                                        February 20, 1998
Thomas A. Hays


/s/ Frank Lyon, Jr.
------------------------------      Director                                        March 9, 1998
Frank Lyon, Jr.


/s/ Robert W. Murray
------------------------------      Director                                        March 9, 1998
Robert W. Murray


/s/ Harvey Saligman
------------------------------      Director                                        March 9, 1998
Harvey Saligman


/s/ Craig D. Schnuck
------------------------------      Director                                        March 9, 1998
Craig D. Schnuck


/s/ Alvin J. Siteman
------------------------------      Director                                        March 9, 1998
Alvin J. Siteman


/s/ Robert L. Stark
------------------------------      Director                                        February 20, 1998
Robert L. Stark


/s/ Patrick T. Stokes
------------------------------      Director                                        March 9, 1998
Patrick T. Stokes


/s/ John A. Wright
------------------------------      Director                                        February 19, 1998
John A. Wright

</TABLE>

                                    - 6 -
<PAGE> 7

<TABLE>
                                 EXHIBIT INDEX
                                 -------------

<CAPTION>
  Exhibit No.                                                                       Page
  ----------                                                                        ----
     <C>       <S>                                                                  <C>
       4.1     Form of Indenture Regarding Subordinated Securities between the
               Company and The First National Bank of Chicago, Trustee,
               filed as Exhibit 4.1 to the Company's Report on Form 8-K
               dated September 24, 1992, is incorporated herein by
               reference.

       4.2     Rights Agreement dated as of May 23, 1988 between the Company
               and Mercantile Bank, as Rights Agent (including as exhibits
               thereto the form of Certificate of Designation, Preferences
               and Rights of Series A Junior Participating Preferred Stock
               and the form of Right Certificate), filed as Exhibits 1 and
               2 to the Company's Registration Statement No. 0-6045 on Form
               8-A, dated May 24, 1988, is incorporated herein by
               reference.

       4.3     Form of Indenture Regarding Senior Debt Securities, filed as
               Exhibit 4.1 to the Company's Registration Statement on Form
               S-3 (No. 333-25775), is incorporated herein by reference.

       4.4     Form of Indenture Regarding Subordinated Debt Securities, filed
               as Exhibit 4.2 to the Company's Registration Statement on
               Form S-3 (No. 333-25775), is incorporated herein by
               reference.

       4.5     Indenture, dated February 4, 1997, First Supplemental
               Indenture, dated February 4, 1997, and Supplemental
               Indenture of First Supplemental Indenture, dated May 22,
               1997, between the Company, as issuer, and The Chase
               Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5,
               4.6 and 4.12, respectively, to the Company's Registration
               Statement on Form S-4 (No. 333-25131), are incorporated
               herein by reference.

       5.1     Opinion of Thompson Coburn as to the legality of the securities
               being registered.

      10.1     Mercantile Bancorporation Inc. Amended and Restated Voluntary
               Deferred Compensation Plan.

      10.2     Mercantile Bancorporation Inc. Amended and Restated Stock
               Incentive Plan for Non-Employee Directors.

      10.3     Mercantile Bancorporation Inc.Voluntary Deferred Compensation
               Plan for Non-Employee Affiliate Directors and Advisory
               Directors.

      23.1     Consent of KPMG Peat Marwick LLP with regard to use of its
               report on the Company's financial statements.

      23.2     Consent of KPMG Peat Marwick LLP with regard to the use of its
               report on the financial statements of Roosevelt Financial
               Group, Inc.

      23.3     Consent of Thompson Coburn (included in Exhibit 5.1).

      24.1     Power of Attorney (included on signature page hereto).
</TABLE>

                                    - 7 -
[{"type": "S-8", "sequence": "1", "description": "MERCANTILE BANCORPORATION INC. FORM S-8", "secsgml_size_bytes": 24962}]
{"company-data": {"conformed-name": "MERCANTILE BANCORPORATION INC", "cik": "0000064907", "assigned-sic": "6021", "irs-number": "430951744", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47713", "film-number": "98562629"}, "business-address": {"street1": "7TH & WASHINGTON TRAM 19 1", "street2": "ONE MERCANTILE CENTER STREET", "city": "ST LOUIS", "state": "MO", "zip": "63101-1643", "phone": "3144252525"}, "mail-address": {"street1": "P O BOX 524", "city": "ST LOUIS", "state": "MO", "zip": "63166"}, "former-company": {"former-conformed-name": "MERCANTILE TRUST CO", "date-changed": "19720229"}}
1
    As Filed with the Securities and Exchange Commission on March 10, 1998
                                              Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  __________

                        FORM S-8 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                                  __________

                        MERCANTILE BANCORPORATION INC.
              (Exact name of registrant as specified in charter)

                 MISSOURI                                  43-0951744
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification Number)

              P.O.  BOX 524
           ST. LOUIS, MISSOURI                             63166-0524
 (Address of principal executive offices)                  (Zip Code)
                                  __________

                        MERCANTILE BANCORPORATION INC.
           AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN
                                      AND
                        MERCANTILE BANCORPORATION INC.
                  AMENDED AND RESTATED STOCK INCENTIVE PLAN
                          FOR NON-EMPLOYEE DIRECTORS
                                      AND
                        MERCANTILE BANCORPORATION INC.
                   VOLUNTARY DEFERRED COMPENSATION PLAN FOR
            NON-EMPLOYEE AFFILIATE DIRECTORS AND ADVISORY DIRECTORS
                           (Full title of the plans)
                                  __________

                     ____________________________________
                             JON W. BILSTROM, ESQ.
                                GENERAL COUNSEL
                        MERCANTILE BANCORPORATION INC.
                                 P. O. BOX 524
                        ST. LOUIS, MISSOURI  63166-0524
                    (Name and address of agent for service)
                          TELEPHONE:  (314)  425-2525
                                  __________

                                   Copy to:

              JOHN Q. ARNOLD                        ROBERT M. LAROSE, ESQ.
 VICE CHAIRMAN & CHIEF FINANCIAL OFFICER               THOMPSON COBURN
      MERCANTILE BANCORPORATION INC.                ONE MERCANTILE CENTER
              P.O. BOX  524                       ST. LOUIS, MISSOURI 63101
      ST. LOUIS, MISSOURI 63166-0524                    (314) 552-6000
              (314) 425-2525

                                             CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF SECURITIES TO BE           AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM AGGREGATE    AMOUNT OF REGISTRATION
         REGISTERED                    REGISTERED     OFFERING PRICE PER        OFFERING PRICE
FEE
                                                          SHARE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
787,500 shares         $54.00                  $42,525,000                  $12,545
====================================================================================================================================
Includes one attached Preferred Share Purchase Right per share.
Estimated solely for purposes of computing the Registration Fee
      pursuant to the provisions of Section 457(c), based upon the average
      of the high and low sale prices of common stock, $0.01 par value, of
      the Registrant as reported on the New York Stock Exchange on March
      6, 1998.
2

      The undersigned Registrant hereby files this Registration Statement on
Form S-8 (the "Registration Statement") to register 787,500 shares of
Mercantile Bancorporation Inc. ("Mercantile" or the "Company") common stock,
$0.01 par value, and attached Preferred Share Purchase Rights of Mercantile, for
issuance to optionees under (i) the Mercantile Bancorporation Inc. Voluntary
Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory
Directors (the "1996 Plan"), (ii) the Mercantile Bancorporation Inc. Amended
and Restated Voluntary Deferred Compensation Plan (the "1997 Plan") and (iii)
the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan
for Non-Employee Directors (the "1998 Plan" and, together with the 1996 Plan
and the 1997 Plan, the "Mercantile Plans").  Of the 787,500 shares registered
by this Registration Statement, 240,000, 210,000 and 337,500 shares are
registered for issuance pursuant to the 1996 Plan, the 1997 Plan and the 1998
Plan, respectively.

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

      The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are
incorporated herein by reference:

      (a)   Mercantile's Annual Report on Form 10-K for the year ended
            December 31, 1996, as amended by Form 10-K/A.

      (b)   Mercantile's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1997, June 30, 1997 and September 30, 1997.

      (c)   Mercantile's Current Reports on Form 8-K dated April 25, 1997 (as
            amended by Form 8-K/A dated may 22, 1997), May 13, 1997, July
            1, 1997, January 10, 1998, January 30, 1998 and two reports
            dated September 25, 1997.

      (d)   The description of Mercantile's Common Stock set forth in Item 1
            of Mercantile's Registration Statement on Form 8-A, dated March
            5, 1993, and any amendment or report filed for the purpose of
            updating such description.

      The following document filed with the Commission by Roosevelt Financial
Group, Inc. ("Roosevelt") under the Exchange Act is incorporated herein by
reference:  Annual Report on Form 10-K for the year ended December 31, 1996,
as amended on Form 10-K/A on March 14, 1997 and on Form 10-K/A-2 on April 29,
1997.

      Such incorporation by reference shall not be deemed to incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and made a
part hereof from the date any such document is filed.  The information
relating to the Company contained in this Registration Statement does not
purport to be complete and should be read together with the information in
the documents incorporated by reference herein.  Any statement contained
herein or in a document incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that a subsequent
statement contained herein or in any other subsequently filed document
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

      Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plans is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in the Registration Statement, excluding
exhibits unless such exhibits are specifically incorporated by reference.

Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

      Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may 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 by reason of

                                    - 2 -
3

the fact that he is or was a director, 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 expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he 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 believe his conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses.  Section 351.355(3) provides that,
to the extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or proceeding or
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in connection
with such action, suit or proceeding.  Section 351.355(7) provides that a
corporation may provide additional indemnification to any person
indemnifiable under subsection (1) or (2), provided such additional
indemnification is authorized by the corporation's articles of incorporation
or an amendment thereto or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct or which involved an accounting for profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934.

      Article 12 of the Restated Articles of Incorporation of the Registrant
provides that the Registrant shall extend to its directors and executive
officers the indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it may
extend to other officers, employees and agents such indemnification and
additional indemnification.

      Pursuant to directors' and officers' liability insurance policies, with
total annual limits of $30,000,000, the Registrant's directors and officers
are insured, subject to the limits, retention, exceptions and other terms and
conditions of such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers of the Registrant, individually or
collectively, or any matter claimed against them solely by reason of their
being directors or officers of the Registrant.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.

Item 8.     Exhibits.
            --------

      See Exhibit Index located at page 7 hereof.

Item 9.     Undertakings.
            ------------

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers and 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;

                                    - 3 -
4

                  (iii) To include any material information with respect to
            the plan of distribution 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) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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
      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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, 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 foregoing provisions,
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 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.

                                    - 4 -
5

                                  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 on 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 St. Louis, State of Missouri, on
March 9, 1998.

                                    MERCANTILE  BANCORPORATION  INC.

                                    By   /s/ Thomas H. Jacobsen
                                       ----------------------------------------
                                       Thomas H. Jacobsen, Chairman of the
                                       Board, President and Chief Executive
                                       Officer

                               POWER OF ATTORNEY
                               -----------------

      We, the undersigned officers and directors of Mercantile Bancorporation
Inc., hereby severally and individually constitute and appoint Thomas H.
Jacobsen and John Q. Arnold, and each of them, the true and lawful attorneys
and agents of each of us to execute in the name, place and stead of each of
us (individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-8 relating to the Mercantile
Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee
Affiliate Directors and Advisory Directors, the Mercantile Bancorporation
Inc. Amended and Restated Voluntary Deferred Compensation Plan and the
Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for
Non-Employee Directors and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with
or without the others and to have full power and authority to do and perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                             Title                                      Date
       ---------                             -----                                      ----
/s/ Thomas H. Jacobsen
------------------------------      Chairman of the Board,                          March 9, 1998
Thomas H. Jacobsen                  President and  Chief Executive
Principal Executive Officer         Officer

/s/ John Q. Arnold
------------------------------      Vice Chairman and                               March 9, 1998
John Q. Arnold                      Chief Financial Officer
Principal Financial Officer

/s/ Michael T. Normile
------------------------------      Senior Vice President - Finance                 March 9, 1998
Michael T. Normile                  and Control
Principal Accounting Officer

/s/ Richard E. Beumer
------------------------------      Director                                        March 9, 1998
Richard E. Beumer

/s/ Harry M. Cornell, Jr.
------------------------------      Director                                        March 9, 1998
Harry M. Cornell, Jr.

                                    - 5 -
6

------------------------------      Director                                        March  , 1998
Dr. Henry Givens, Jr.

/s/ William A. Hall
------------------------------      Director                                        March 9, 1998
William A. Hall

/s/ Thomas A. Hays
------------------------------      Director                                        February 20, 1998
Thomas A. Hays

/s/ Frank Lyon, Jr.
------------------------------      Director                                        March 9, 1998
Frank Lyon, Jr.

/s/ Robert W. Murray
------------------------------      Director                                        March 9, 1998
Robert W. Murray

/s/ Harvey Saligman
------------------------------      Director                                        March 9, 1998
Harvey Saligman

/s/ Craig D. Schnuck
------------------------------      Director                                        March 9, 1998
Craig D. Schnuck

/s/ Alvin J. Siteman
------------------------------      Director                                        March 9, 1998
Alvin J. Siteman

/s/ Robert L. Stark
------------------------------      Director                                        February 20, 1998
Robert L. Stark

/s/ Patrick T. Stokes
------------------------------      Director                                        March 9, 1998
Patrick T. Stokes

/s/ John A. Wright
------------------------------      Director                                        February 19, 1998
John A. Wright
- 6 -
7

                                 EXHIBIT INDEX
                                 -------------
Exhibit No.                                                                       Page
  ----------                                                                        ----
4.1     Form of Indenture Regarding Subordinated Securities between the
               Company and The First National Bank of Chicago, Trustee,
               filed as Exhibit 4.1 to the Company's Report on Form 8-K
               dated September 24, 1992, is incorporated herein by
               reference.

       4.2     Rights Agreement dated as of May 23, 1988 between the Company
               and Mercantile Bank, as Rights Agent (including as exhibits
               thereto the form of Certificate of Designation, Preferences
               and Rights of Series A Junior Participating Preferred Stock
               and the form of Right Certificate), filed as Exhibits 1 and
               2 to the Company's Registration Statement No. 0-6045 on Form
               8-A, dated May 24, 1988, is incorporated herein by
               reference.

       4.3     Form of Indenture Regarding Senior Debt Securities, filed as
               Exhibit 4.1 to the Company's Registration Statement on Form
               S-3 (No. 333-25775), is incorporated herein by reference.

       4.4     Form of Indenture Regarding Subordinated Debt Securities, filed
               as Exhibit 4.2 to the Company's Registration Statement on
               Form S-3 (No. 333-25775), is incorporated herein by
               reference.

       4.5     Indenture, dated February 4, 1997, First Supplemental
               Indenture, dated February 4, 1997, and Supplemental
               Indenture of First Supplemental Indenture, dated May 22,
               1997, between the Company, as issuer, and The Chase
               Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5,
               4.6 and 4.12, respectively, to the Company's Registration
               Statement on Form S-4 (No. 333-25131), are incorporated
               herein by reference.

       5.1     Opinion of Thompson Coburn as to the legality of the securities
               being registered.

      10.1     Mercantile Bancorporation Inc. Amended and Restated Voluntary
               Deferred Compensation Plan.

      10.2     Mercantile Bancorporation Inc. Amended and Restated Stock
               Incentive Plan for Non-Employee Directors.

      10.3     Mercantile Bancorporation Inc.Voluntary Deferred Compensation
               Plan for Non-Employee Affiliate Directors and Advisory
               Directors.

      23.1     Consent of KPMG Peat Marwick LLP with regard to use of its
               report on the Company's financial statements.

      23.2     Consent of KPMG Peat Marwick LLP with regard to the use of its
               report on the financial statements of Roosevelt Financial
               Group, Inc.

      23.3     Consent of Thompson Coburn (included in Exhibit 5.1).

      24.1     Power of Attorney (included on signature page hereto).
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