SecProbe.io

October 4, 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
  File No. 000-02989

Dear Mr. Swarts:
 We have reviewed your response dated September 14, 2011 and have the following
comment.  In our comment, we may ask you to pr ovide 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 clearly identifies new or revised disclosu res.  If you do not believe our
comment applies to your facts and circumstances 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 this comment, including the draft of your proposed disclosures, we may have
additional comments.               Form 10-K for Fiscal Year Ended December 31, 2010

 Definitive Proxy Statement on Schedule 14A

 Long-Term Equity Awards, page 22

 1. We note your revised disclosure in response to  prior comment 1 and continue to believe
that it is unclear how your Compensation Committee determines the restricted stock
awards.  Please revise future filings to:
 disclose the salary percentages used by the Compensation Committee to determine
the Current Year Rest ricted Stock awards;

James L. Swarts Commerce Bancshares, Inc. October 4, 2011 Page 2
  explain how the salary percentages for th e Current Year Restricted Stock awards
remain constant from year to year if they are established by comparison to the 50
th
percentile of the peer group benchmarks;

 noting that the Current Year Restricted Stock awards a ppear to be based on peer
group benchmarks and are not dependent on performance factors, explain how the
Current Year Restricted Stock awards are awarded to the named executive officers
“for current year Company performa nce” as indicated in your response;

 clearly indicate whether the Compensati on Committee made subjective adjustments
to equity awards;
 specify what individual performance a nd contributions by each named executive
officer resulted in adjustments; and

 disclose the amount of the “Long Term Re stricted Stock” and “Current Year
Restricted Stock” awards for each named executive officer.

In your response, please provide  this disclosure as it woul d have appeared in the 2011
proxy statement.  Please contact Celia Soehner at (202) 551-3463 or Michael Seaman, Special Counsel, at
(202) 551-3366 with any questions.
Sincerely,
  /s/ Michael Seaman for   Suzanne Hayes
Assistant Director