<PAGE>
  As filed with the Securities and Exchange Commission on August 2, 1995
                                              Registration No. 33-         

                    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. 1996 INCENTIVE STOCK OPTION PLAN
                         (Full title of the Plan)

                                        Copy to:
T. Alan Peschka                         Jeffrey T. Haughey, Esq. 
Vice President and Secretary            Blackwell Sanders Matheny 
Commerce Bancshares, Inc.               Weary & Lombardi L.C.
1000 Walnut                             2300 Main Street, Suite 1100
Kansas City, Missouri 64106             Kansas City, Missouri 64108
816-234-2000                            816-274-6800
(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   2,000,000      $34.00(1)      $68,000,000(1) $23,449(1)
$5 Par Value   shares

(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 July 27, 1995.                        
<PAGE>
                        EXPLANATORY NOTE
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.

<PAGE>
                             Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1994;

     2.   The Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995; and

     3.   The description of the Company's Common Stock set forth
          on 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.

     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

<PAGE>
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 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)  Articles of Incorporation and Bylaws.

          (a)  Restated Articles of Incorporation as filed with
               the Secretary of State of Missouri on October 8,
               1986, were filed in annual report on Form 10-K
               dated March 30, 1987, and the same are hereby
               incorporated by reference.

          (b)  First Amendment to Restated Articles of
               Incorporation was filed in quarterly report on
               Form 10-Q for the period ended June 30, 1987 and
               dated July 30, 1987, and the same is hereby
               incorporated by reference.

          (c)  Second Amendment to Restated Articles of
               Incorporation was filed in annual report on Form
               10-K dated March 22, 1990, and the same is hereby
               incorporated by reference.

          (d)  Third Amendment to Restated Articles of
               Incorporation to increase authorized shares to
               60,000,000 shares with a par value of $5.00 was
               reported in Form 
               10-Q dated August 6, 1993, and the same is hereby
               incorporated by reference.

          (e)  By-Laws as currently amended were filed in annual
               report on Form 10-K dated March 6, 1992, and the
               same are 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.

<PAGE>
Item 9: Undertakings

Rule 415 Offering

   The Company hereby undertakes:

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

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

<PAGE>

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.

<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 August 2, 1995.

                         COMMERCE BANCSHARES, INC.

                         By:/s/ T. ALAN PESCHKA                   
                              T. Alan Peschka
                              Vice President and Secretary

     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 August 2, 1995.

     Signature                Title

  /s/ CHARLES E. TEMPLER      Treasurer and Controller (Chief
     Charles E. Templer       Accounting Officer) 

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

Giorgio Balzer           )    
Fred L. Brown            )
W. Thomas Grant, II      )                    
James B. Hebenstreit     )
James M. Kemper, Jr.     )         A majority of the              
Terry O. Meek            )         Board of Directors*
Joseph E. O'Brien        )
Benjamin F. Rassieur, Jr.)    
Dolph C. Simons, Jr.     )    
Andrew C. Taylor         )    
Robert H. West           )    

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

<PAGE>

                          EXHIBIT INDEX

EXHIBIT                                                
NUMBER    Description of Exhibit                            


(4)(a)    Restated Articles of Incorporation as filed with the
          Secretary of State of Missouri on October 8, 1986, were
          filed in annual report on Form 10-K dated March 30,
          1987, and the same are hereby incorporated by
          reference.

(4)(b)    First Amendment to Restated Articles of Incorporation
          was filed in quarterly report on Form 10-Q for the
          period ended June 30, 1987 and dated July 30, 1987, and
          the same is hereby incorporated by reference.

(4)(c)    Second Amendment to Restated Articles of Incorporation
          was filed in annual report on Form 10-K dated March 22,
          1990, and the same is hereby incorporated by reference.

(4)(d)    Third Amendment to Restated Articles of Incorporation
          to increase authorized shares to 60,000,000 shares with
          a par value of $5.00 was reported in Form 10-Q dated
          August 6, 1993, and the same is hereby incorporated by
          reference.

(4)(e)    By-Laws as currently amended were filed in annual
          report on Form 10-K dated March 6, 1992, and the same
          are 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


<PAGE>
                     [Blackwell Sanders letterhead}

                         August 2, 1995





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, 2,000,000 shares of the
Company's Common Stock, $5.00 par value (the "Common Stock"), to
be issued upon the exercise of options currently outstanding and
to be granted in the future under the Commerce Bancshares, Inc.
1996 Incentive Stock Option Plan (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 2,000,000
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)




<PAGE>


                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, 1995, relating to the consolidated balance
sheets of Commerce Bancshares, Inc. and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated
statements of income, cash flows and stockholders' equity for the
years ended December 31, 1994, 1993 and 1992, which report
appears in the December 31, 1994 annual report on Form 10-K of
Commerce Bancshares, Inc.

                      Very truly yours,

                      
                      KPMG Peat Marwick LLP



Kansas City, Missouri
August 2, 1995                                

<PAGE>


                           EXHIBIT 24



<PAGE>
                           POWER OF ATTORNEY

                 
      KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby appoint T. Alan Peschka and
Charles E. Templer, or either to 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 Incentive Stock Option Plan, 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 undesigned might or could do in person.



     Executed this               day of May, 1995.


                     CERTIFICATION

     The undersigned Secretary 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 and Chief
Executive Officer (Chief Executive and Financial
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 various dates between April 26, 1995
and May 5, 1995: Giorgio Balzer, Fred L. Brown, W.
Thomas Grant II, James B. Hebenstreit, James M. Kemper,
Jr., Terry O. Meek, Joseph E. O'Brien, B. Franklin
Rassieur, Jr., Dolph C. Simons, Jr., Andrew C. Taylor,
and Robert H. West.


August 2, 1995                    /s/ T. Alan Peschka  
                                      T. Alan Peschka
                                     Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "1996 INCENTIVE STK OPT", "secsgml_size_bytes": 18391}]
{"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": "033-61499", "film-number": "95558342"}, "business-address": {"street1": "1000 WALNUT 86", "city": "KANSAS CITY", "state": "MO", "zip": "64106", "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 August 2, 1995
                                              Registration No. 33-         

                    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. 1996 INCENTIVE STOCK OPTION PLAN
                         (Full title of the Plan)

                                        Copy to:
T. Alan Peschka                         Jeffrey T. Haughey, Esq. 
Vice President and Secretary            Blackwell Sanders Matheny 
Commerce Bancshares, Inc.               Weary & Lombardi L.C.
1000 Walnut                             2300 Main Street, Suite 1100
Kansas City, Missouri 64106             Kansas City, Missouri 64108
816-234-2000                            816-274-6800
(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   2,000,000      $34.00(1)      $68,000,000(1) $23,449(1)
$5 Par Value   shares

(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 July 27, 1995.
EXPLANATORY NOTE
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.
Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1994;

     2.   The Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995; and

     3.   The description of the Company's Common Stock set forth
          on 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.

     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 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)  Articles of Incorporation and Bylaws.

          (a)  Restated Articles of Incorporation as filed with
               the Secretary of State of Missouri on October 8,
               1986, were filed in annual report on Form 10-K
               dated March 30, 1987, and the same are hereby
               incorporated by reference.

          (b)  First Amendment to Restated Articles of
               Incorporation was filed in quarterly report on
               Form 10-Q for the period ended June 30, 1987 and
               dated July 30, 1987, and the same is hereby
               incorporated by reference.

          (c)  Second Amendment to Restated Articles of
               Incorporation was filed in annual report on Form
               10-K dated March 22, 1990, and the same is hereby
               incorporated by reference.

          (d)  Third Amendment to Restated Articles of
               Incorporation to increase authorized shares to
               60,000,000 shares with a par value of $5.00 was
               reported in Form 
               10-Q dated August 6, 1993, and the same is hereby
               incorporated by reference.

          (e)  By-Laws as currently amended were filed in annual
               report on Form 10-K dated March 6, 1992, and the
               same are 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:

   (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.
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 August 2, 1995.

                         COMMERCE BANCSHARES, INC.

                         By:/s/ T. ALAN PESCHKA                   
                              T. Alan Peschka
                              Vice President and Secretary

     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 August 2, 1995.

     Signature                Title

  /s/ CHARLES E. TEMPLER      Treasurer and Controller (Chief
     Charles E. Templer       Accounting Officer) 

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

Giorgio Balzer           )    
Fred L. Brown            )
W. Thomas Grant, II      )                    
James B. Hebenstreit     )
James M. Kemper, Jr.     )         A majority of the              
Terry O. Meek            )         Board of Directors*
Joseph E. O'Brien        )
Benjamin F. Rassieur, Jr.)    
Dolph C. Simons, Jr.     )    
Andrew C. Taylor         )    
Robert H. West           )    

By: /s/T. Alan Peschka        as attorney-in-fact for the
     (T. Alan Peschka         above officers and directors
     Attorney-in-Fact)        marked by an asterisk.
EXHIBIT INDEX

EXHIBIT                                                
NUMBER    Description of Exhibit                            

(4)(a)    Restated Articles of Incorporation as filed with the
          Secretary of State of Missouri on October 8, 1986, were
          filed in annual report on Form 10-K dated March 30,
          1987, and the same are hereby incorporated by
          reference.

(4)(b)    First Amendment to Restated Articles of Incorporation
          was filed in quarterly report on Form 10-Q for the
          period ended June 30, 1987 and dated July 30, 1987, and
          the same is hereby incorporated by reference.

(4)(c)    Second Amendment to Restated Articles of Incorporation
          was filed in annual report on Form 10-K dated March 22,
          1990, and the same is hereby incorporated by reference.

(4)(d)    Third Amendment to Restated Articles of Incorporation
          to increase authorized shares to 60,000,000 shares with
          a par value of $5.00 was reported in Form 10-Q dated
          August 6, 1993, and the same is hereby incorporated by
          reference.

(4)(e)    By-Laws as currently amended were filed in annual
          report on Form 10-K dated March 6, 1992, and the same
          are 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}

                         August 2, 1995

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, 2,000,000 shares of the
Company's Common Stock, $5.00 par value (the "Common Stock"), to
be issued upon the exercise of options currently outstanding and
to be granted in the future under the Commerce Bancshares, Inc.
1996 Incentive Stock Option Plan (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 2,000,000
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, 1995, relating to the consolidated balance
sheets of Commerce Bancshares, Inc. and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated
statements of income, cash flows and stockholders' equity for the
years ended December 31, 1994, 1993 and 1992, which report
appears in the December 31, 1994 annual report on Form 10-K of
Commerce Bancshares, Inc.

                      Very truly yours,

                      
                      KPMG Peat Marwick LLP

Kansas City, Missouri
August 2, 1995
EXHIBIT 24
POWER OF ATTORNEY

                 
      KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby appoint T. Alan Peschka and
Charles E. Templer, or either to 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 Incentive Stock Option Plan, 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 undesigned might or could do in person.

     Executed this               day of May, 1995.

                     CERTIFICATION

     The undersigned Secretary 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 and Chief
Executive Officer (Chief Executive and Financial
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 various dates between April 26, 1995
and May 5, 1995: Giorgio Balzer, Fred L. Brown, W.
Thomas Grant II, James B. Hebenstreit, James M. Kemper,
Jr., Terry O. Meek, Joseph E. O'Brien, B. Franklin
Rassieur, Jr., Dolph C. Simons, Jr., Andrew C. Taylor,
and Robert H. West.

August 2, 1995                    /s/ T. Alan Peschka  
                                      T. Alan Peschka
                                     Attorney-in-Fact