SecProbe.io

June 30, 2011
 Via E-mail

James L. Swarts Vice President and Secretary  Commerce Bancshares, Inc. 1000 Walnut Street Kansas City, MO 64106
Re: Commerce Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 9, 2011
  File No. 000-02989

Dear Mr. Swarts:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearl y identifies new or revised disc losures.  If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Form 10-K for Fiscal Year Ended December 31, 2010

 Item 1a.  Risk Factors, page 9

 1. Many of your risk factors omit a discussion as to how the presented risk ultimately
may impact your business.  As a non-exclusiv e example, we refer to the risk factor
“Significant changes in banking laws and regulation…” on page 10 and your
statement that “regulation…may have a sign ificant impact on the ways that financial
institutions conduct business….”  It is uncle ar from your existing disclosure to what
regulation you are referring and how it poses a material risk.  Pl ease expand your risk
factor disclosure in future filings to iden tify specific risks app licable to you; e.g.,
whether there are specific aspects of propos ed Dodd-Frank regulations that are likely

James L. Swarts Commerce Bancshares, Inc. June 30, 2011 Page 2
 to affect your business materially.  In a ddition, delete the second and third sentences
of the introductory paragraph in future filings and ensure that all material risks are discussed.
Item 7.  Management’s Discussion and Analysis, page 17

 Loan Portfolio Analysis, page 29

 2. In future filings, please revise your tabul ar disclosure on page 30 to include the
principal payment due dates for your consumer loans.  Refer to Part III(B) of Guide 3.

Loans with Special Risk Characteristics, page 38

 3. You state here that the LTV data provided was based on values at origination for the
various categories of real estate loans.  Clarify how you monito r current collateral
values and trends experienced.  If possibl e, please revise to provide refreshed LTVs
in future filings.  Explain the extent to which you are able to monitor for delinquency
and loan balance of the firs t liens in evaluating your s econd lien loans.  If you are
only able to access such data for home equity  loans where you hold or service the first
mortgage, disclose that fact and qua ntify the amount of such loans.

4. In future filings, please revise your discus sions of troubled debt restructurings on
page 38 to quantify your re-default rates, and revise the approp riate section of your
document to discuss how modifications a nd re-defaults are co nsidered in your
allowance methodology.  In particular, highli ght the re-default rates on your credit
card modification programs, and discuss any trends experienced in this area.
 Item 8. Financial Statements and Supplementary Data, page 64

 Consolidated Statements of Income, page 66

 5. It appears that you improperly labeled your Net Income attributable to
Commerce Bancshares, Inc. as Net Income within your Consolidated Statements of
Income, and the line item labeled Net In come Before Non-Controlling Interest
actually represents your Net Income.  Please re vise your future filings to correct these
titles.  In your response lette r, please provide us with a ppropriate draft disclosure to
be made in your next Form 10-Q.  Also, please address any changes to Net Income
consistently in your Consolidated Stat ements of Cash Flows.  Refer to
ASC 810-10-55-4J.

James L. Swarts Commerce Bancshares, Inc. June 30, 2011 Page 3

 Notes to Consolidated Financial Statements, page 69

 3.  Loans and Allowance for Loan Losses, page 75

 Credit quality, page 79

 6. Based on your disclosure beginning on page 38 regarding loans with special risk
characteristics, it appears that you monitor lo an-to-collateral valu e ratios for some of
your loan classes.  Please tell us whether you monitor loan-to-collateral values for all
of your loan classes that have  collateral liens attached, including your consumer loans
and real estate loan classes for constructi on and loan, business, and personal.  If so,
please revise your disclosure in future filings to include these loan classes by
weighted-average LTV ratios on a disaggr egated basis (e.g., multiple weighted-
average LTV buckets for each loan class).
 16. Fair Value Measurements, page 103

 Valuation methods for instruments measured at  fair value on a nonrecurring basis, page 109

7. Based on your tabular disclosure on page  111, it appears that you recorded write-
downs on your foreclosed assets in 2010 th at represented 47% of  your ending balance
as of December 31, 2010, and in 2009 that re presented 22% of your ending balance as
of December 31, 2009.  Please tell us why th e write-downs required on the foreclosed
assets were so significant relati ve to their carrying value as stated in the table.  In this
regard, we note that ASC 310-10-35-32 requi res loans where foreclosure is probable
to be measured at fair value, and AS C 310-10-35-23 requires costs of sale to be
considered if repayment is expected solely on the sale of the colla teral.  Revise your
future filings to describe and tell us the st eps you took to verify that the deterioration
in fair value on these properties occurred s ubsequent to the loans being categorized as
other real estate owned.  Please tell us, a nd enhance your disclosure in future filings,
to discuss the factors driving the la rge impairments post-foreclosure.

19. Commitments, Contingencie s and Guarantees, page 116
 8. Refer to your disclosure on page 117 rega rding the two lawsui ts filed against you
concerning overdraft fees rela ting to debit card transacti ons.  You disclose that as
these cases are in a very early stage, a probable outcome is presently not determinable.  We do not believe this di sclosure satisfies the criteria of
ASC 450-20-50 regarding reasonably possible losses.  Please revise your disclosure
in future filings to quantify the amount or range of reasonably possi ble losses, or state
that such amount is not estimable or is immaterial to your consolidated financial
statements.
9. You disclose that none of these suits will ha ve a “significant” e ffect on your financial

James L. Swarts Commerce Bancshares, Inc. June 30, 2011 Page 4
 condition or results of operations.  The definition and threshold for the term
significant as used here is not clear.  Please revise your disclosure in future filings to
confirm, if true, that none of these suits wi ll have a material effect on your financial
condition or result s of operations.
 Definitive Proxy Statement on Schedule 14A

 Benchmarks, page 18

 10. We note your disclosure in the first full pa ragraph on page 19.  Please revise future
filings to clarify whether the Committee evaluates the seven companies you list on
page 19 only in connection with the compen sation of your chief executive officer.

Setting Compensation, page 20

 11. We note that you consider “[t]he amount of salary, annual cash incentive and long-
term equity awards…indivi dually and in combination so that the total of such
compensation is targeted at approximately the 50
th percentile of the applicable
Benchmarks.”  Please provide proposed disclosure to be included in future filings clarifying whether you also target ea ch compensation component at the 50
th
percentile.  If you have benchmarked different  elements of your compensation against
different benchmarking groups, please iden tify the companies that comprise each
group.

Annual Cash Incentive Compensation, page 21
 12. Please provide proposed disclosure  to be included in future  filings that describes how
the Committee determined the target percentages for each named executive officer, as listed in the table at the bottom of page 21.

13. We note that you do not state whether total shareholder return was at or above, or
below the 50
th percentile of your peer group.  Pl ease advise, and ensure that your
future filings disclose all performance targ ets as well as the actual amount achieved.
Please also provide proposed disclosure clarifying what you mean by your reference
to the “peer group” on page 22.  It is uncle ar whether you are referring to the seven
publicly traded financial services companie s disclosed at the top of page 19 or a
different group against which the Committee benchmarks compensation.
 Long-Term Equity Awards, page 22

 14. Please provide proposed disclosure  to be included in future  filings that explains in
greater detail how the Committee determines  equity awards and what the amounts of
the awards are.  With respect to the awards  that you discuss in the second paragraph
under this section, it is uncl ear what you mean when you st ate that “the aggregate
value of the restricted stock equals a targeted percentage of each NEO’s base salary
consistent with the applicable Benchmarks.”   What are the targeted percentages, and

James L. Swarts Commerce Bancshares, Inc. June 30, 2011 Page 5
 how do you determine whether they are consistent with the benchmarks?
Furthermore, how did the Committee determ ine the formula discussed at the bottom
of page 22 with respect to the additi onal annual award of restricted stock?
 Summary Compensation Table, page 26

 15. We refer to the stock awards for 2010 as re ported in the table a nd your disclosure at
the bottom of page 22.  In future filings,  please clarify when the equity awards
reported under column two of the table were  granted to named executive officers.

Form 10-Q for Fiscal Quarter Ended March 31, 2011

 Item 1.  Financial Statements, page 3

 Consolidated Statements of Income, page 4

 16. In future filings, please revise your line ite m, less noncredit-relate d (losses) reversals
on securities not expected to be sold to be  consistent with the respective line item in
your Form 10-K, noncredit-related losses (rever sals) on securities no t expected to be
sold.  Please consistently use parentheses in your line item description to describe
numbers that appear in parentheses, a nd eliminate the use of double negatives to
promote clarity.
 Risk Elements of Loan Portfolio, page 46

 17. In future filings, please revise your disclosure s on page 47 to more clearly identify the
reasons for the significant increase in nonaccrual business loans.
 Item 4.  Controls and Procedures, page 59

 18. Please confirm that there were no changes (as opposed to “signi ficant changes”) in
your internal control over financial repor ting that materially affected, or are
reasonably likely to materially affect, your internal control over financial reporting.
Revise future filings accordingly.
             We urge all persons who ar e responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
             In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

James L. Swarts Commerce Bancshares, Inc. June 30, 2011 Page 6

 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.

You may contact Staci Shannon at (202)  551-3374 or Kevin W. Vaughn, Accounting
Branch Chief, at (202) 551-3494 if you have que stions regarding comments on the financial
statements and related matters.  Please cont act Celia Soehner at ( 202) 551-3463 or Michael
Seaman, Special Counsel, at (202) 551-3366 with any other questions.

Sincerely,
  /s/ Michael Seaman for   Suzanne Hayes
Assistant Director