<PAGE> 1

    As Filed with the Securities and Exchange Commission on February 1, 1995
                                                   Registration No. 33-
===============================================================================

                       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                           (I.R.S. Employer
of incorporation or organization)                    Identification Number)

        ONE MERCANTILE CENTER
         ST. LOUIS, MISSOURI                                  63101
(Address of Principal Executive Offices)                   (Zip Code)

            MERCANTILE BANCORPORATION INC. 1994 STOCK INCENTIVE PLAN
            MERCANTILE BANCORPORATION INC. 1994 STOCK INCENTIVE PLAN
                          FOR NON-EMPLOYEE DIRECTORS
                          (Full titles of the plans)

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

                               RALPH W. BABB, JR.
                                 VICE CHAIRMAN
                         MERCANTILE BANCORPORATION INC.
                                 P.O. BOX 524
                         ST. LOUIS, MISSOURI  63166-0524
                     (Name and address of agent for service)

                                 (314) 425-2525
       (Telephone number, including area code, of agent for service)


                                -----------------
                                   Copies to:
  ANDREW J. KLINGHAMMER, ESQ.                       MICHAEL J. MARSHALL, ESQ.
      Thompson & Mitchell                        Mercantile Bancorporation Inc.
     One Mercantile Center                                P.O. Box 524
  St. Louis,  Missouri  63101                    St. Louis, Missouri 63166-0524
        (314) 231-7676                                   (314) 425-8186


                                -----------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
                                        Amount to be        Proposed Maximum              Proposed Maximum             Amount of
Title of Securities to be Registered    Registered<F2> Offering Price Per Share<F3>  Aggregate Offering Price<F3>  Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>                       <C>                          <C>
Common Stock, $5.00 par value<F1>     2,475,000 shares          $33.8125                  $83,685,937.50               $28,857.22
===================================================================================================================================
<FN>

<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Total includes 2,250,000 shares reserved for issuance under the 1994
     Stock Incentive Plan and 225,000 shares reserved for issuance under
     the 1994 Stock Incentive  Plan for Non-Employee Directors.
<F3> Estimated solely for purposes of computing the Registration Fee
     pursuant to the provisions of Rule 457(h), based upon a price of
     $33.8125 per share, being the average of the high and low prices per
     share as reported on the New York Stock Exchange Composite Tape on
     January 26, 1995.
</TABLE>


<PAGE> 2
                  MERCANTILE BANCORPORATION INC.
                     1994 STOCK INCENTIVE PLAN

                                AND

                  MERCANTILE BANCORPORATION INC.
       1994 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

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

     The following documents filed by Mercantile Bancorporation
Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:

     (i)  The Company's Annual Report on Form 10-K for the year
          ended December 31, 1993.

    (ii)  The Company's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, June 30 and September 30, 1994.

   (iii)  The Company's Current Reports on Form 8-K dated February
          11, 1994, June 17, 1994, October 3, 1994 and December 21,
          1994.

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

     (v)  The description of the Preferred Shares Purchase Rights
          set forth in Item 1 of the Company's Registration
          Statement on Form 8-A dated March 5, 1993, and any
          amendment or report filed for the purpose of updating
          such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act"), after the date of this Registration Statement 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 in this Registration Statement and to be
made a part hereof from the date of filing of such documents.  Any
statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained in a subsequently filed document incorporated herein by
reference which statement is also incorporated herein by reference
modifies or supersedes such document.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement.

     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
either the 1994 Stock Incentive Plan or the 1994 Stock Incentive
Plan for Non-Employee Directors 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.

                                    - 2 -
<PAGE> 3

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

     Article 12 of the Company's Restated Articles of Incorporation
requires the Company to indemnify, to the full extent authorized by
applicable law, any person who is or was a director or officer of
the Company, for any expenses or amounts paid in judgment or
settlement of a claim in any civil, criminal, administrative,
investigative, or other action or proceeding, including derivative
actions, by reason of the fact that he is or was a director or
officer of the Company, unless (i) the conduct which is the subject
of the action is finally adjudged to be willful misconduct, or
(ii) the action is an accounting for profits pursuant to Section
16(b) of the 1934 Act.

     Article 12 permits the Company to indemnify any person who is
or was an employee or agent of the Company or who is or was serving
at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, for any expenses or amounts paid in judgment or
settlement of a claim in any civil, criminal, administrative,
investigative, or other action or proceeding, including derivative
actions by reason of the fact that he is or was serving in such
capacity, unless (i) the conduct which is the subject of the action
is finally adjudged to be willful misconduct, or (ii) the action is
an accounting for profits pursuant to Section 16(b) of the 1934
Act.

     The Company may make advances of expenses incurred prior to
the final disposition of such an action to any person to whom
indemnification is or may be available under Article 12, provided
that before doing so the Company receives a written undertaking by
or on behalf of such person to repay any amounts advanced in the
event that it is ultimately determined that he is not entitled to
such indemnification.  The Company is authorized to purchase and
maintain insurance on behalf of itself or any person to whom
indemnification is or may be available.

     Any person whom the Company is required to indemnify under
Article 12 is entitled to rely upon such indemnification as a
contract with the Company, and such person's executors,
administrators, and estate shall be entitled to enforce such
indemnification against the Company, provided, however, that
indemnification granted to employees or agents, but not directors
or officers, may be modified at any time in the discretion of the
Board of Directors.

     Pursuant to a policy of directors' and officers' liability
insurance, with total annual limits of $30,000,000, the Company'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 Company,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers of the
Company.


                                    - 3 -
<PAGE> 4

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

     The following exhibits are filed herewith or incorporated
herein by reference:


      4.1  Restated Articles of Incorporation of the Company, as
           amended and currently in effect, filed as Exhibit 3(i)
           to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1994 and incorporated herein by
           reference.

      4.2  By-Laws of the Company, as amended and currently in
           effect, filed as Exhibit 3.2 to the Company's
           Registration Statement on Form S-4 (Reg. No. 33-57489)
           and incorporated herein by reference.

      4.3  1994 Stock Incentive Plan filed as Annex B to the
           Company's definitive Proxy Statement for the 1994 Annual
           Meeting of Shareholders and incorporated herein by
           reference.

      4.4  1994 Stock Incentive Plan for Non-Employee Directors
           filed as Annex E to the Company's definitive Proxy
           Statement for the 1994 Annual Meeting of Shareholders
           and incorporated herein by reference.

      4.5  Rights Agreement, dated as of May 23, 1988, between the
           Company and Mercantile Bank of St. Louis National
           Association, as Rights Agent, filed as Exhibits 1 and 2
           of the Company's Registration Statement on Form 8-A
           filed on May 24, 1988, and incorporated herein by
           reference.

      5.1  Opinion of Thompson & Mitchell.

     23.1  Consent of Thompson & Mitchell (included in Exhibit 5.1).

     23.2  Consent of KPMG Peat Marwick LLP.

     24    Power of Attorney (included on Signature Page hereto).


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;


                                    - 4 -
<PAGE> 5
                (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-4, 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.

                          *      *      *

                                    - 5 -
<PAGE> 6
                            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
January 31, 1995.

                               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 W. Randolph Adams, 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 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,              January 31, 1995
- ----------------------------   President, Chief Executive
Thomas H. Jacobsen             Officer, and Director
Principal Executive Officer



/s/ W. Randolph Adams          Senior Executive Vice President     January 31, 1995
- ----------------------------   and Chief Financial Officer
W. Randolph Adams
Principal Financial Officer


                                    - 6 -
<PAGE> 7

<CAPTION>

         Signature                    Title                              Date
         ---------                    -----                              ----

<S>                            <C>                                 <C>

/s/ Michael T. Nomile          Senior Vice President, Finance      January 31, 1995
- ----------------------------   and Control
Michael T. Nomile
Principal Accounting Officer


/s/ Richard P. Conerly         Director                            January 31, 1995
- ----------------------------
Richard P. Conerly


/s/ Harry M. Cornell, Jr.      Director                            January 31, 1995
- ----------------------------
Harry M. Cornell, Jr.


/s/ Earl K. Dille              Director                            January 24, 1995
- ----------------------------
Earl K. Dille


- ----------------------------   Director                            January --, 1995
J. Cliff Eason


/s/ Bernard A. Edison          Director                            January 25, 1995
- ----------------------------
Bernard A. Edison


/s/ William A. Hall            Director                            January 25, 1995
- ----------------------------
William A. Hall


/s/ Thomas A. Hays             Director                            January 23, 1995
- ----------------------------
Thomas A. Hays


/s/ William G. Heckman         Director                            January 24, 1995
- ----------------------------
William G. Heckman


/s/ James B. Malloy            Director                            January 24, 1995
- ----------------------------
James B. Malloy


/s/ Charles H. Price II        Director                            January 31, 1995
- ----------------------------
Charles H. Price II


/s/ Harvey Saligman            Director                            January 23, 1995
- ----------------------------
Harvey Saligman


                                    - 7 -
<PAGE> 8

<CAPTION>

         Signature                    Title                              Date
         ---------                    -----                              ----

<S>                            <C>                                 <C>

/s/ Craig D. Schnuck           Director                            January 27, 1995
- ----------------------------
Craig D. Schnuck


/s/ Robert W. Staley           Director                            January 26, 1995
- ----------------------------
Robert W. Staley


/s/ Robert L. Stark            Director                            January 24, 1995
- ----------------------------
Robert L. Stark


/s/ Patrick T. Stokes          Director                            January 31, 1995
- ----------------------------
Patrick T. Stokes


/s/ Francis A. Stroble         Director                            January 24, 1995
- ----------------------------
Francis A. Stroble


/s/ Joseph G. Werner           Director                            January 24, 1995
- ----------------------------
Joseph G. Werner


/s/ John A. Wright             Director                            January 22, 1995
- ----------------------------
John A. Wright
</TABLE>


                                    - 8 -
<PAGE> 9

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

<CAPTION>
Exhibit No.                                                          Page
- -----------                                                          ----

  <C>         <S>                                                    <C>
   4.1        Restated Articles of Incorporation of the Company,
              as amended and currently in effect, filed as
              Exhibit 3(i) to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1994 and
              incorporated herein by reference.

   4.2        By-Laws of the Company, as amended and currently in
              effect, filed as Exhibit 3.2 to the Company's
              Registration Statement on Form S-4 (Reg. No. 33-
              57489) and incorporated herein by reference.

   4.3        1994 Stock Incentive Plan filed as Annex B to the
              Company's definitive Proxy Statement for the 1994
              Annual Meeting of Shareholders and incorporated
              herein by reference.

   4.4        1994 Stock Incentive Plan for Non-Employee
              Directors filed as Annex E to the Company's
              definitive Proxy Statement for the 1994 Annual
              Meeting of Shareholders and incorporated herein by
              reference.

   4.5        Rights Agreement, dated as of May 23, 1988, between
              the Company and Mercantile Bank of St. Louis
              National Association, as Rights Agent, filed as
              Exhibits 1 and 2 of the Company's Registration
              Statement on Form 8-A filed on May 24, 1988, and
              incorporated herein by reference.

   5.1        Opinion of Thompson & Mitchell.

  23.1        Consent of Thompson & Mitchell (included in Exhibit
              5.1).

  23.2        Consent of KPMG Peat Marwick LLP.

  24          Power of Attorney (included on Signature Page
              hereto).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "MERCANTILE BANCORPORATION INC. FORM S-8", "secsgml_size_bytes": 24246}]
{"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": "033-57543", "film-number": "95504613"}, "business-address": {"street1": "ONE MECANTILE CENTER", "street2": "P O BOX 524", "city": "ST LOUIS", "state": "MO", "zip": "63166-0524", "phone": "3144252525"}, "mail-address": {"street1": "P.O. BOX 524", "city": "ST LOUIS", "state": "MO", "zip": "63166-0524"}, "former-company": {"former-conformed-name": "MERCANTILE TRUST CO", "date-changed": "19720229"}}
1

    As Filed with the Securities and Exchange Commission on February 1, 1995
                                                   Registration No. 33-
===============================================================================

                       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                           (I.R.S. Employer
of incorporation or organization)                    Identification Number)

        ONE MERCANTILE CENTER
         ST. LOUIS, MISSOURI                                  63101
(Address of Principal Executive Offices)                   (Zip Code)

            MERCANTILE BANCORPORATION INC. 1994 STOCK INCENTIVE PLAN
            MERCANTILE BANCORPORATION INC. 1994 STOCK INCENTIVE PLAN
                          FOR NON-EMPLOYEE DIRECTORS
                          (Full titles of the plans)

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

                               RALPH W. BABB, JR.
                                 VICE CHAIRMAN
                         MERCANTILE BANCORPORATION INC.
                                 P.O. BOX 524
                         ST. LOUIS, MISSOURI  63166-0524
                     (Name and address of agent for service)

                                 (314) 425-2525
       (Telephone number, including area code, of agent for service)

                                -----------------
                                   Copies to:
  ANDREW J. KLINGHAMMER, ESQ.                       MICHAEL J. MARSHALL, ESQ.
      Thompson & Mitchell                        Mercantile Bancorporation Inc.
     One Mercantile Center                                P.O. Box 524
  St. Louis,  Missouri  63101                    St. Louis, Missouri 63166-0524
        (314) 231-7676                                   (314) 425-8186

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Amount to be        Proposed Maximum              Proposed Maximum             Amount of
Title of Securities to be Registered    Registered
Offering Price Per Share
Aggregate Offering Price
Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $5.00 par value
2,475,000 shares          $33.8125                  $83,685,937.50               $28,857.22
===================================================================================================================================
Includes one attached Preferred Share Purchase Right per share.
Total includes 2,250,000 shares reserved for issuance under the 1994
     Stock Incentive Plan and 225,000 shares reserved for issuance under
     the 1994 Stock Incentive  Plan for Non-Employee Directors.
Estimated solely for purposes of computing the Registration Fee
     pursuant to the provisions of Rule 457(h), based upon a price of
     $33.8125 per share, being the average of the high and low prices per
     share as reported on the New York Stock Exchange Composite Tape on
     January 26, 1995.
2
                  MERCANTILE BANCORPORATION INC.
                     1994 STOCK INCENTIVE PLAN

                                AND

                  MERCANTILE BANCORPORATION INC.
       1994 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

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

     The following documents filed by Mercantile Bancorporation
Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:

     (i)  The Company's Annual Report on Form 10-K for the year
          ended December 31, 1993.

    (ii)  The Company's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, June 30 and September 30, 1994.

   (iii)  The Company's Current Reports on Form 8-K dated February
          11, 1994, June 17, 1994, October 3, 1994 and December 21,
          1994.

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

     (v)  The description of the Preferred Shares Purchase Rights
          set forth in Item 1 of the Company's Registration
          Statement on Form 8-A dated March 5, 1993, and any
          amendment or report filed for the purpose of updating
          such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act"), after the date of this Registration Statement 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 in this Registration Statement and to be
made a part hereof from the date of filing of such documents.  Any
statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained in a subsequently filed document incorporated herein by
reference which statement is also incorporated herein by reference
modifies or supersedes such document.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement.

     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
either the 1994 Stock Incentive Plan or the 1994 Stock Incentive
Plan for Non-Employee Directors 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.

                                    - 2 -
3

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

     Article 12 of the Company's Restated Articles of Incorporation
requires the Company to indemnify, to the full extent authorized by
applicable law, any person who is or was a director or officer of
the Company, for any expenses or amounts paid in judgment or
settlement of a claim in any civil, criminal, administrative,
investigative, or other action or proceeding, including derivative
actions, by reason of the fact that he is or was a director or
officer of the Company, unless (i) the conduct which is the subject
of the action is finally adjudged to be willful misconduct, or
(ii) the action is an accounting for profits pursuant to Section
16(b) of the 1934 Act.

     Article 12 permits the Company to indemnify any person who is
or was an employee or agent of the Company or who is or was serving
at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, for any expenses or amounts paid in judgment or
settlement of a claim in any civil, criminal, administrative,
investigative, or other action or proceeding, including derivative
actions by reason of the fact that he is or was serving in such
capacity, unless (i) the conduct which is the subject of the action
is finally adjudged to be willful misconduct, or (ii) the action is
an accounting for profits pursuant to Section 16(b) of the 1934
Act.

     The Company may make advances of expenses incurred prior to
the final disposition of such an action to any person to whom
indemnification is or may be available under Article 12, provided
that before doing so the Company receives a written undertaking by
or on behalf of such person to repay any amounts advanced in the
event that it is ultimately determined that he is not entitled to
such indemnification.  The Company is authorized to purchase and
maintain insurance on behalf of itself or any person to whom
indemnification is or may be available.

     Any person whom the Company is required to indemnify under
Article 12 is entitled to rely upon such indemnification as a
contract with the Company, and such person's executors,
administrators, and estate shall be entitled to enforce such
indemnification against the Company, provided, however, that
indemnification granted to employees or agents, but not directors
or officers, may be modified at any time in the discretion of the
Board of Directors.

     Pursuant to a policy of directors' and officers' liability
insurance, with total annual limits of $30,000,000, the Company'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 Company,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers of the
Company.

                                    - 3 -
4

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

     The following exhibits are filed herewith or incorporated
herein by reference:

      4.1  Restated Articles of Incorporation of the Company, as
           amended and currently in effect, filed as Exhibit 3(i)
           to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1994 and incorporated herein by
           reference.

      4.2  By-Laws of the Company, as amended and currently in
           effect, filed as Exhibit 3.2 to the Company's
           Registration Statement on Form S-4 (Reg. No. 33-57489)
           and incorporated herein by reference.

      4.3  1994 Stock Incentive Plan filed as Annex B to the
           Company's definitive Proxy Statement for the 1994 Annual
           Meeting of Shareholders and incorporated herein by
           reference.

      4.4  1994 Stock Incentive Plan for Non-Employee Directors
           filed as Annex E to the Company's definitive Proxy
           Statement for the 1994 Annual Meeting of Shareholders
           and incorporated herein by reference.

      4.5  Rights Agreement, dated as of May 23, 1988, between the
           Company and Mercantile Bank of St. Louis National
           Association, as Rights Agent, filed as Exhibits 1 and 2
           of the Company's Registration Statement on Form 8-A
           filed on May 24, 1988, and incorporated herein by
           reference.

      5.1  Opinion of Thompson & Mitchell.

     23.1  Consent of Thompson & Mitchell (included in Exhibit 5.1).

     23.2  Consent of KPMG Peat Marwick LLP.

     24    Power of Attorney (included on Signature Page hereto).

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;

                                    - 4 -
5
                (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-4, 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.

                          *      *      *

                                    - 5 -
6
                            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
January 31, 1995.

                               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 W. Randolph Adams, 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 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,              January 31, 1995
- ----------------------------   President, Chief Executive
Thomas H. Jacobsen             Officer, and Director
Principal Executive Officer

/s/ W. Randolph Adams          Senior Executive Vice President     January 31, 1995
- ----------------------------   and Chief Financial Officer
W. Randolph Adams
Principal Financial Officer

                                    - 6 -
7
Signature                    Title                              Date
         ---------                    -----                              ----
/s/ Michael T. Nomile          Senior Vice President, Finance      January 31, 1995
- ----------------------------   and Control
Michael T. Nomile
Principal Accounting Officer

/s/ Richard P. Conerly         Director                            January 31, 1995
- ----------------------------
Richard P. Conerly

/s/ Harry M. Cornell, Jr.      Director                            January 31, 1995
- ----------------------------
Harry M. Cornell, Jr.

/s/ Earl K. Dille              Director                            January 24, 1995
- ----------------------------
Earl K. Dille

- ----------------------------   Director                            January --, 1995
J. Cliff Eason

/s/ Bernard A. Edison          Director                            January 25, 1995
- ----------------------------
Bernard A. Edison

/s/ William A. Hall            Director                            January 25, 1995
- ----------------------------
William A. Hall

/s/ Thomas A. Hays             Director                            January 23, 1995
- ----------------------------
Thomas A. Hays

/s/ William G. Heckman         Director                            January 24, 1995
- ----------------------------
William G. Heckman

/s/ James B. Malloy            Director                            January 24, 1995
- ----------------------------
James B. Malloy

/s/ Charles H. Price II        Director                            January 31, 1995
- ----------------------------
Charles H. Price II

/s/ Harvey Saligman            Director                            January 23, 1995
- ----------------------------
Harvey Saligman

                                    - 7 -
8
Signature                    Title                              Date
         ---------                    -----                              ----
/s/ Craig D. Schnuck           Director                            January 27, 1995
- ----------------------------
Craig D. Schnuck

/s/ Robert W. Staley           Director                            January 26, 1995
- ----------------------------
Robert W. Staley

/s/ Robert L. Stark            Director                            January 24, 1995
- ----------------------------
Robert L. Stark

/s/ Patrick T. Stokes          Director                            January 31, 1995
- ----------------------------
Patrick T. Stokes

/s/ Francis A. Stroble         Director                            January 24, 1995
- ----------------------------
Francis A. Stroble

/s/ Joseph G. Werner           Director                            January 24, 1995
- ----------------------------
Joseph G. Werner

/s/ John A. Wright             Director                            January 22, 1995
- ----------------------------
John A. Wright
- 8 -
9

                           EXHIBIT INDEX
                           -------------
Exhibit No.                                                          Page
- -----------                                                          ----
4.1        Restated Articles of Incorporation of the Company,
              as amended and currently in effect, filed as
              Exhibit 3(i) to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1994 and
              incorporated herein by reference.

   4.2        By-Laws of the Company, as amended and currently in
              effect, filed as Exhibit 3.2 to the Company's
              Registration Statement on Form S-4 (Reg. No. 33-
              57489) and incorporated herein by reference.

   4.3        1994 Stock Incentive Plan filed as Annex B to the
              Company's definitive Proxy Statement for the 1994
              Annual Meeting of Shareholders and incorporated
              herein by reference.

   4.4        1994 Stock Incentive Plan for Non-Employee
              Directors filed as Annex E to the Company's
              definitive Proxy Statement for the 1994 Annual
              Meeting of Shareholders and incorporated herein by
              reference.

   4.5        Rights Agreement, dated as of May 23, 1988, between
              the Company and Mercantile Bank of St. Louis
              National Association, as Rights Agent, filed as
              Exhibits 1 and 2 of the Company's Registration
              Statement on Form 8-A filed on May 24, 1988, and
              incorporated herein by reference.

   5.1        Opinion of Thompson & Mitchell.

  23.1        Consent of Thompson & Mitchell (included in Exhibit
              5.1).

  23.2        Consent of KPMG Peat Marwick LLP.

  24          Power of Attorney (included on Signature Page
              hereto).