SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

March 30, 2009

By U.S. Mail and Facsimile to: (816) 234-2369

Jeffery D. Aberdeen Controller Commerce Bancshares, Inc. 1000 Walnut Kansas City, MO 64106

Re: Commerce Bancshares, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  File No. 000-02989

Dear Mr. Aberdeen:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosure.  In  some of our comments, we may ask you to
provide us with information so we may better unde rstand your disclosure.  After reviewing this
information, we may have additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Form 10-K for the fiscal year ended December 31, 2008

Item 9A.  Controls a nd Procedures, page 113

1. Please tell us if there were any changes in  your internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or

Jeffery D. Aberdeen
Commerce Bancshares, Inc.
March 30, 2009 Page 2
Rule 15d-15 under the Exchange Act that occurr ed during your fourth fiscal quarter that
has materially affected, or is  reasonably likely to materially affect, your internal control
over financial reporting.  See Item 308(c) of Regulation S-K.  If there were none, please
indicate in your response letter that you w ill include Item 308(c) disclosure in future
filings.
 Item 13.  Certain Relationsh ips and Related Transactions

Definitive Proxy Statement on Schedule 14A

Transactions With Related Persons, page 12

2. We note your disclosure regarding certain tr ansactions with Tower Properties Company.
We also note your disclosure in Note 20 to  the Consolidated Financial Statements on
page 109 of your Form 10-K.  In particular , Note 20 indicates that as of December 31,
2006, all of the facilities owned by Tower that had been occupied by the Company and its
affiliates (with the exception of certain surf ace parking lots used by Company employees)
had been sold by Tower or vacated by the Company.  Please tell us how these disclosures are reconciled.

3. We note the disclosure on that loans were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons.  Please confirm, and revise fu ture filings to disclose, if
accurate, that the loans were made on substa ntially the same terms, including interest
rates and collateral, as those prevailing at th e time for comparable loans with persons not
related to the lender.  Refe r to Instruction 4(c) to It em 404(a) of Regulation S-K.

Exhibits 31.1 and 31.2

4. We note that your certifications included as Exhibits 31.1 and 31.2 to the Form 10-K
contain modifications of the exact form of cer tification as set forth in Item 601(b)(31) of
Regulation S-K.  In particular, the language  “(or persons performing the equivalent
functions)” has been deleted from paragraph 5.  In future filings, please ensure that the
certifications are in the exact form as set forth in Item 601(b)(31)  of Regulation S-K,
except as otherwise indicated in Commissi on statements or staff interpretations.

Closing Comments

Please respond to this comment within ten bus iness days or tell us when you will provide
us with a response.  Your re sponse letter should key your respons es to our comments, indicate
your intent to include the request ed revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may ha ve additional comments after
reviewing your response.

Jeffery D. Aberdeen
Commerce Bancshares, Inc. March 30, 2009 Page 3
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Michael Seaman at (202) 551-3366 or me at (202) 551-3698 with any
questions.
Sincerely,

Mark Webb Legal Branch Chief