<PAGE>

   As filed with the Securities and Exchange Commission on October 23, 1996
                                                     Registration No. 333-    
      

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                           COMMERCE BANCSHARES, INC.
            (Exact name of Registrant as specified in its charter)

           Missouri                               43-0889454
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization                  Identification No.)
                          
                                  1000 Walnut
                         Kansas City, Missouri  64106
(Address, including zip code, of Registrant's principal executive offices)

                           COMMERCE BANCSHARES, INC.
                STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the Plan)

                                             Copy to:
J. Daniel Stinnett, Esq.                     Jeffrey T. Haughey, Esq.
Vice President, Secretary                    Blackwell Sanders Matheny
and General Counsel                          Weary and Lombardi L.C.
Commerce Bancshares, Inc.                    2300 Main Street, Suite 1100
1000 Walnut                                  Kansas City, Missouri 64108
Kansas City, Missouri 64106                  816-264-6800
816-234-2000                                 
(Name, address, telephone number, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                               Proposed          Proposed     
Title of                       maximum           maximum
securities      Amount         offering          aggregate       Amount of
to be           to be          price per         offering        registration
registered      registered     share             price           fee

Common Stock    150,000        $40.1875(1)       $6,028,125(1)   $1,827.00(1)
Par Value       shares
$5 Per Share
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), based on the average of the high and low prices of
     the Registrant's Common Stock as listed on the Nasdaq Stock Market on
     October 18, 1996.

<PAGE>

                             EXPLANATORY NOTES

Pursuant to Instruction E of the General Instructions to Form S-8, the
contents of Registration Statement on Form S-8, File No. 33-28294, are hereby
incorporated by reference.


As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.

                                    (i)


<PAGE>

Item 3: Incorporation of Documents by Reference

     The following documents filed with the Commission by Commerce
Bancshares, Inc. (the "Company") (File No. 0-2989) are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement") by
reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

     2.   The Company's Quarterly Reports on Forms 10-Q for the quarters 
          ended March 31, 1996 and June 30, 1996; and

     3.   The description of the Company's Common Stock set forth in the Form
          8-A Registration Statement as filed with the Commission on February
          26, 1968, as supplemented by Form 8-A Registration Statement as
          filed with the Commission on August 31, 1988 and as amended by Form
          8-A12G/A as filed with the Commission on June 10, 1996.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

Item 4: Description of Securities

     Not applicable.

Item 5: Interests of Named Experts and Counsel

     Not Applicable.

Item 6:  Indemnification of Directors and Officers

     Section 351.355 of the General and Business Corporation Law of Missouri,
as amended, allows indemnification of corporate directors and officers by a
corporation under certain circumstances as therein specified against
liabilities, expenses, attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with, or arising
out of, any action, suit, proceeding or claim in which he is made a party by
reason of his being, or having been, such director or officer.

     Section 351.355 also permits such persons to seek indemnification under
any applicable bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 351.355 also permits corporations to
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities, whether or not the corporation would be
empowered to indemnify such persons under this section.

     There is also in effect a bylaw provision entitling officers and
directors to be indemnified by the Company from and against any and all of
the expenses, liabilities or other matters covered by said 

                                   II-1


<PAGE>

provision.  The Company has executed a security agreement pursuant to which
securities with a market value of approximately $10 million have been pledged
to an agent to collateralize the obligations of the Company under this bylaw
provision.

Item 7:  Exemption from Registration Claimed

     Not applicable.

Item 8: Exhibits

     (4)  Instruments Defining the Rights of Security Holders.

          (a)  Restated Articles of Incorporation, as currently amended,      
               were filed in the quarterly report on Form 10-Q for the 
               quarter ended June 30, 1996, and the same are hereby 
               incorporated by reference.

          (b)  Restated By-Laws as currently amended were filed in the 
               quarterly report on Form 10-Q for the quarter ended June 30,
               1996, and the same are hereby incorporated by reference.

          (c)  Shareholder Rights Plan contained in an Amended and Restated 
               Rights Agreement was filed on Form 8-A12G/A dated June 7,
               1996, and the same is hereby incorporated by reference.

          (d)  Form of Rights Certificate and Election to Exercise was filed
               on Form 8-A12G/A dated June 7, 1996, and the same is hereby
               incorporated by reference.

          (e)  Form of Certificate of Designation of Preferred Stock was
               filed on Form 8-A12G/A dated June 7, 1996, and the same is
               hereby incorporated by reference.

     (5)  Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.

     (23) Consents of Experts and Counsel

          (a)  Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
               (included in Exhibit 5).

          (b)  Consent of KPMG Peat Marwick LLP.

     (24) Powers of Attorney.

Item 9: Undertakings

Rule 415 Offering.

     The Company hereby undertakes:

                                     II-2

<PAGE>


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

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

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

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

PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

Incorporation of Subsequent Exchange Act Documents by Reference.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

Form S-8 Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be
governed by the final adjudication of such issue.

                                   II-3


<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Kansas City, State of Missouri,
on October 23, 1996.

                         COMMERCE BANCSHARES, INC.


                         By:  /s/Jeffery D. Aberdeen         
                              Jeffery D. Aberdeen
                              Controller

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 23, 1996.

     Signature                          Title



/s/ Jeffery D. Aberdeen            Controller (Principal Accounting Officer)
Jeffery D. Aberdeen


*                                  Chairman of the Board, President and
David W. Kemper                    Chief Executive Officer (Principal
                                   Executive Officer) and Director



/s/ A. Bayard Clark                Executive Vice President and Principal
A. Bayard Clark                    Financial Officer


Giorgio Balzer             )  
Fred L. Brown              )
James B. Hebenstreit       )
James M. Kemper, Jr.       )    A majority of the
Terry O. Meek              )    Board of Directors*
Benjamin F. Rassieur, Jr.  ) 
John H. Robinson, Jr.      )
L. W. Stolzer              )
Andrew C. Taylor           )  




By:   /s/ Jeffery D. Aberdeen           as attorney-in-fact for the above
     (Jeffery D. Aberdeen               officers and directors marked by
     Attorney-in-Fact)                  an asterisk.

                                   II-4

<PAGE>

                               EXHIBIT INDEX

EXHIBIT
NUMBER        Description of Exhibit


(4)(a)         Restated Articles of Incorporation, as currently amended were
               filed in the quarterly report on Form 10-Q for the quarter
               ended June 30, 1996, and the same are hereby incorporated by
               reference.

(4)(b)         Restated By-Laws as currently amended were filed in the 
               quarterly report on Form 10-Q for the quarter ended June 30, 
               1996, and the same are hereby incorporated by reference.

(4)(c)         Shareholder Rights Plan contained in an Amended and Restated
               Rights Agreement was filed on Form 8-A12G/A dated June 7, 
               1996, and the same is hereby incorporated by reference.

(4)(d)         Form of Rights Certificate and Election to Exercise was filed
               on Form 8-A12G/A dated June 7, 1996, and the same is hereby
               incorporated by reference.

(4)(e)         Form of Certificate of Designation of Preferred Stock was
               filed on Form 8-A12G/A dated June 7, 1996, and the same is 
               hereby incorporated by reference.

(5)            Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.

(23)(a)        Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
               (included in Exhibit 5).

(23)(b)        Consent of KPMG Peat Marwick LLP.

(24)           Powers of Attorney.


<PAGE>

                                                                  Exhibit 5

                      [Blackwell Sanders letterhead]



                             October 23, 1996





Commerce Bancshares, Inc.
1000 Walnut Street
Kansas City, Missouri  64106

Gentlemen:

    We refer to the Registration Statement of Commerce Bancshares, Inc.
(the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933,
as amended, an additional 150,000 shares of the Company's Common Stock,
$5.00 par value (the "Common Stock"), to be issued under the Commerce
Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors (the
"Plan").

    We are familiar with the proceedings to date with respect to such
proposed sale and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for the purposes of this opinion.

    Based upon the foregoing, it is our opinion that the additional
150,000 shares of Common Stock to be issued under the Plan have been duly
authorized, and, when purchased in accordance with the Plan, will be
legally issued, fully paid and non-assessable.

    We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                         Very truly yours,


                         Blackwell Sanders Matheny Weary & Lombardi L.C.



<PAGE>

                                                              Exhibit 23(b)




                     INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
Commerce Bancshares, Inc.

We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Commerce Bancshares, Inc. of our report dated January 31,
1996, relating to the consolidated balance sheets of Commerce Bancshares,
Inc. and subsidiaries as of December 31, 1995, 1994 and 1993 and the
related consolidated statements of income, cash flows and stockholders'
equity for the years ended December 31, 1995, 1994 and 1993, which report
appears in the December 31, 1995 annual report on Form 10-K of Commerce
Bancshares, Inc.

                          Very truly yours,


                          KPMG Peat Marwick LLP



Kansas City, Missouri


October 23, 1996


<PAGE>



                                                                 Exhibit 24

                           POWER OF ATTORNEY
     
     
       KNOW ALL MEN BY THESE PRESENTS, that the
     undersigned does hereby appoint J. Daniel Stinnett and
     Jeffery D. Aberdeen, or either of them, attorney for
     the undersigned and in the name of and on behalf of the
     undersigned to sign a Registration Statement on Form
     S-8 to be filed by Commerce Bancshares, Inc., together
     with any and all amendments which might be required
     from time to time with respect  thereto, to be filed
     with the Securities and Exchange Commission under the
     Securities Act of 1933, with respect to the Commerce
     Bancshares Stock Purchase Plan for Non-Employee
     Directors, with full power and authority in either of
     said attorneys to do and perform in the name of and on
     behalf of the undersigned every act whatsoever
     necessary or desirable to be done in connection
     therewith as fully and to all intents and purposes as
     the undersigned might or could do in person. 
     
     
        Executed this 9th day of February, 1996.
     
     
                     CERTIFICATION
     
       The undersigned Controller of Commerce Bancshares,
     Inc. hereby certifies that a power of attorney in the
     form set forth above was executed by each of the
     following individuals (including David W. Kemper, who
     signed as Chairman of the Board, President, Chief
     Executive Officer and Director) who signed as
     directors, being a majority of the Board of Directors
     of Commerce Bancshares, Inc., with said powers of
     attorney having been executed on February 9, 1996:
     David W. Kemper, Giorgio Balzer, Fred L. Brown, James
     B. Hebenstreit, James M. Kemper, Jr., Terry O. Meek,
     Benjamin F. Rassieur, Jr., John H. Robinson, Jr., L. W.
     Stolzer, and Andrew C. Taylor.
     
     
     October 23, 1996        /s/ Jeffery D. Aberdeen
                             Jeffery D. Aberdeen
                             Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS", "secsgml_size_bytes": 18806}]
{"company-data": {"conformed-name": "COMMERCE BANCSHARES INC /MO/", "cik": "0000022356", "assigned-sic": "6022", "irs-number": "430889454", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14651", "film-number": "96646604"}, "business-address": {"street1": "P O BOX 13686", "city": "KANSAS CITY", "state": "MO", "zip": "64199", "phone": "8162342000"}, "mail-address": {"street1": "P O BOX 13686", "city": "KANSAS CITY", "state": "MO", "zip": "64199"}}
As filed with the Securities and Exchange Commission on October 23, 1996
                                                     Registration No. 333-    
      

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                           COMMERCE BANCSHARES, INC.
            (Exact name of Registrant as specified in its charter)

           Missouri                               43-0889454
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization                  Identification No.)
                          
                                  1000 Walnut
                         Kansas City, Missouri  64106
(Address, including zip code, of Registrant's principal executive offices)

                           COMMERCE BANCSHARES, INC.
                STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the Plan)

                                             Copy to:
J. Daniel Stinnett, Esq.                     Jeffrey T. Haughey, Esq.
Vice President, Secretary                    Blackwell Sanders Matheny
and General Counsel                          Weary and Lombardi L.C.
Commerce Bancshares, Inc.                    2300 Main Street, Suite 1100
1000 Walnut                                  Kansas City, Missouri 64108
Kansas City, Missouri 64106                  816-264-6800
816-234-2000                                 
(Name, address, telephone number, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                               Proposed          Proposed     
Title of                       maximum           maximum
securities      Amount         offering          aggregate       Amount of
to be           to be          price per         offering        registration
registered      registered     share             price           fee

Common Stock    150,000        $40.1875(1)       $6,028,125(1)   $1,827.00(1)
Par Value       shares
$5 Per Share
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), based on the average of the high and low prices of
     the Registrant's Common Stock as listed on the Nasdaq Stock Market on
     October 18, 1996.
EXPLANATORY NOTES

Pursuant to Instruction E of the General Instructions to Form S-8, the
contents of Registration Statement on Form S-8, File No. 33-28294, are hereby
incorporated by reference.

As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.

                                    (i)
Item 3: Incorporation of Documents by Reference

     The following documents filed with the Commission by Commerce
Bancshares, Inc. (the "Company") (File No. 0-2989) are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement") by
reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

     2.   The Company's Quarterly Reports on Forms 10-Q for the quarters 
          ended March 31, 1996 and June 30, 1996; and

     3.   The description of the Company's Common Stock set forth in the Form
          8-A Registration Statement as filed with the Commission on February
          26, 1968, as supplemented by Form 8-A Registration Statement as
          filed with the Commission on August 31, 1988 and as amended by Form
          8-A12G/A as filed with the Commission on June 10, 1996.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

Item 4: Description of Securities

     Not applicable.

Item 5: Interests of Named Experts and Counsel

     Not Applicable.

Item 6:  Indemnification of Directors and Officers

     Section 351.355 of the General and Business Corporation Law of Missouri,
as amended, allows indemnification of corporate directors and officers by a
corporation under certain circumstances as therein specified against
liabilities, expenses, attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with, or arising
out of, any action, suit, proceeding or claim in which he is made a party by
reason of his being, or having been, such director or officer.

     Section 351.355 also permits such persons to seek indemnification under
any applicable bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 351.355 also permits corporations to
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities, whether or not the corporation would be
empowered to indemnify such persons under this section.

     There is also in effect a bylaw provision entitling officers and
directors to be indemnified by the Company from and against any and all of
the expenses, liabilities or other matters covered by said 

                                   II-1
provision.  The Company has executed a security agreement pursuant to which
securities with a market value of approximately $10 million have been pledged
to an agent to collateralize the obligations of the Company under this bylaw
provision.

Item 7:  Exemption from Registration Claimed

     Not applicable.

Item 8: Exhibits

     (4)  Instruments Defining the Rights of Security Holders.

          (a)  Restated Articles of Incorporation, as currently amended,      
               were filed in the quarterly report on Form 10-Q for the 
               quarter ended June 30, 1996, and the same are hereby 
               incorporated by reference.

          (b)  Restated By-Laws as currently amended were filed in the 
               quarterly report on Form 10-Q for the quarter ended June 30,
               1996, and the same are hereby incorporated by reference.

          (c)  Shareholder Rights Plan contained in an Amended and Restated 
               Rights Agreement was filed on Form 8-A12G/A dated June 7,
               1996, and the same is hereby incorporated by reference.

          (d)  Form of Rights Certificate and Election to Exercise was filed
               on Form 8-A12G/A dated June 7, 1996, and the same is hereby
               incorporated by reference.

          (e)  Form of Certificate of Designation of Preferred Stock was
               filed on Form 8-A12G/A dated June 7, 1996, and the same is
               hereby incorporated by reference.

     (5)  Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.

     (23) Consents of Experts and Counsel

          (a)  Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
               (included in Exhibit 5).

          (b)  Consent of KPMG Peat Marwick LLP.

     (24) Powers of Attorney.

Item 9: Undertakings

Rule 415 Offering.

     The Company hereby undertakes:

                                     II-2
(1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

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

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

PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

Incorporation of Subsequent Exchange Act Documents by Reference.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

Form S-8 Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be
governed by the final adjudication of such issue.

                                   II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Kansas City, State of Missouri,
on October 23, 1996.

                         COMMERCE BANCSHARES, INC.

                         By:  /s/Jeffery D. Aberdeen         
                              Jeffery D. Aberdeen
                              Controller

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 23, 1996.

     Signature                          Title

/s/ Jeffery D. Aberdeen            Controller (Principal Accounting Officer)
Jeffery D. Aberdeen

*                                  Chairman of the Board, President and
David W. Kemper                    Chief Executive Officer (Principal
                                   Executive Officer) and Director

/s/ A. Bayard Clark                Executive Vice President and Principal
A. Bayard Clark                    Financial Officer

Giorgio Balzer             )  
Fred L. Brown              )
James B. Hebenstreit       )
James M. Kemper, Jr.       )    A majority of the
Terry O. Meek              )    Board of Directors*
Benjamin F. Rassieur, Jr.  ) 
John H. Robinson, Jr.      )
L. W. Stolzer              )
Andrew C. Taylor           )  

By:   /s/ Jeffery D. Aberdeen           as attorney-in-fact for the above
     (Jeffery D. Aberdeen               officers and directors marked by
     Attorney-in-Fact)                  an asterisk.

                                   II-4
EXHIBIT INDEX

EXHIBIT
NUMBER        Description of Exhibit

(4)(a)         Restated Articles of Incorporation, as currently amended were
               filed in the quarterly report on Form 10-Q for the quarter
               ended June 30, 1996, and the same are hereby incorporated by
               reference.

(4)(b)         Restated By-Laws as currently amended were filed in the 
               quarterly report on Form 10-Q for the quarter ended June 30, 
               1996, and the same are hereby incorporated by reference.

(4)(c)         Shareholder Rights Plan contained in an Amended and Restated
               Rights Agreement was filed on Form 8-A12G/A dated June 7, 
               1996, and the same is hereby incorporated by reference.

(4)(d)         Form of Rights Certificate and Election to Exercise was filed
               on Form 8-A12G/A dated June 7, 1996, and the same is hereby
               incorporated by reference.

(4)(e)         Form of Certificate of Designation of Preferred Stock was
               filed on Form 8-A12G/A dated June 7, 1996, and the same is 
               hereby incorporated by reference.

(5)            Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.

(23)(a)        Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
               (included in Exhibit 5).

(23)(b)        Consent of KPMG Peat Marwick LLP.

(24)           Powers of Attorney.
Exhibit 5

                      [Blackwell Sanders letterhead]

                             October 23, 1996

Commerce Bancshares, Inc.
1000 Walnut Street
Kansas City, Missouri  64106

Gentlemen:

    We refer to the Registration Statement of Commerce Bancshares, Inc.
(the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933,
as amended, an additional 150,000 shares of the Company's Common Stock,
$5.00 par value (the "Common Stock"), to be issued under the Commerce
Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors (the
"Plan").

    We are familiar with the proceedings to date with respect to such
proposed sale and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for the purposes of this opinion.

    Based upon the foregoing, it is our opinion that the additional
150,000 shares of Common Stock to be issued under the Plan have been duly
authorized, and, when purchased in accordance with the Plan, will be
legally issued, fully paid and non-assessable.

    We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                         Very truly yours,

                         Blackwell Sanders Matheny Weary & Lombardi L.C.
Exhibit 23(b)

                     INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Commerce Bancshares, Inc.

We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Commerce Bancshares, Inc. of our report dated January 31,
1996, relating to the consolidated balance sheets of Commerce Bancshares,
Inc. and subsidiaries as of December 31, 1995, 1994 and 1993 and the
related consolidated statements of income, cash flows and stockholders'
equity for the years ended December 31, 1995, 1994 and 1993, which report
appears in the December 31, 1995 annual report on Form 10-K of Commerce
Bancshares, Inc.

                          Very truly yours,

                          KPMG Peat Marwick LLP

Kansas City, Missouri

October 23, 1996
Exhibit 24

                           POWER OF ATTORNEY
     
     
       KNOW ALL MEN BY THESE PRESENTS, that the
     undersigned does hereby appoint J. Daniel Stinnett and
     Jeffery D. Aberdeen, or either of them, attorney for
     the undersigned and in the name of and on behalf of the
     undersigned to sign a Registration Statement on Form
     S-8 to be filed by Commerce Bancshares, Inc., together
     with any and all amendments which might be required
     from time to time with respect  thereto, to be filed
     with the Securities and Exchange Commission under the
     Securities Act of 1933, with respect to the Commerce
     Bancshares Stock Purchase Plan for Non-Employee
     Directors, with full power and authority in either of
     said attorneys to do and perform in the name of and on
     behalf of the undersigned every act whatsoever
     necessary or desirable to be done in connection
     therewith as fully and to all intents and purposes as
     the undersigned might or could do in person. 
     
     
        Executed this 9th day of February, 1996.
     
     
                     CERTIFICATION
     
       The undersigned Controller of Commerce Bancshares,
     Inc. hereby certifies that a power of attorney in the
     form set forth above was executed by each of the
     following individuals (including David W. Kemper, who
     signed as Chairman of the Board, President, Chief
     Executive Officer and Director) who signed as
     directors, being a majority of the Board of Directors
     of Commerce Bancshares, Inc., with said powers of
     attorney having been executed on February 9, 1996:
     David W. Kemper, Giorgio Balzer, Fred L. Brown, James
     B. Hebenstreit, James M. Kemper, Jr., Terry O. Meek,
     Benjamin F. Rassieur, Jr., John H. Robinson, Jr., L. W.
     Stolzer, and Andrew C. Taylor.
     
     
     October 23, 1996        /s/ Jeffery D. Aberdeen
                             Jeffery D. Aberdeen
                             Attorney-in-Fact