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		August2012CommentLetter

1000 Walnut Street / Post Office Box 419248 / Kansas City, Missouri 64151-6248 / 816.234.2000

September 5, 2012

By Edgar Filing

Mr. Hugh West

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Dear Mr. West:

We are in receipt of your letter dated August 24, 2012 wherein you have reviewed our Form 10-K for the year ended December 31, 2011 and our Form 10-Q for the three months ended March 31, 2012 and have noted several areas where you are requesting additional information.  In response we submit the following:

Form 10-K for the Fiscal Year Ended December 31, 2011

1.

 Troubled debt restructurings

You ask us to explain why we cannot quantify the financial effect of the modifications as required by ASC 310-10-50-33(a).

Most of the relevant disclosure is located on page 72 in our Form 10-K.  We also have further disclosure in the MD&A section on page 33 about loans that are troubled debt restructurings.  The table listed on that page shows total loans classed as troubled debt restructurings (TDR's) amounting to $97.9 million, of which $34.1 million are non- accrual.  Other TDR's consist of performing commercial loans ($41.3 million) and consumer credit card loans ($22.4 million).

For non-accrual loans classified as TDR's, the loans had either been previously written down to net realizable value at the time of modification or the modification did not result in any further financial effect to the Company.  For performing commercial loans classified as TDR's, the modification was solely the result of the loans being renewed at rates judged not to be market, and no other concessions were made such as principal or interest forgiveness. It was fully expected on these loans that the contractual interest

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amounts would be fully collectible along with the principal balance.  As such there were no direct financial effects due to the renewal and designation of TDR status of these loans.

Consumer credit card loans classified as TDR's are loans with borrowers under debt management plans.  With over 4,100 accounts, these loans approximated 2.8% of total credit card loans and modifications generally involved removing the available line of credit, placing loans on amortizing status and lowering interest rates.  The financial effect of lowering the interest rates and placing the loans on amortizing basis is estimated to decrease interest income between $1.7 million and $2.7 million on an annual, pre-tax basis, compared to amounts contractually owed.

Going forward we will re-organize our disclosures to be clearer and enhance these disclosures to further explain the financial effects of the TDR's as described above.  We have attached the proposed disclosure to page 72 of the 2011 Form 10-K as Exhibit A.

2.

 Note 15 - Fair Value Measurements

You ask that in future filings, we revise our disclosures to more clearly explain how we factor both our own and counter party risk into fair value determinations for our derivative instruments. Attached as Exhibit B is our proposed revision to our disclosures on page 96 of the 2011 Form 10-K to be included in future filings, which we believe clarifies this disclosure.

3.

 Note 16 - Fair Value of Financial Instruments

You ask why we believe that it is appropriate not to use exit price and the measurement of fair value as required by ASC 820-10-35-9A.

We believe that our measurement of the fair value of loans is supported by the example at ASC 825-10-55-3.  This example and its inconsistency with the exit price concept of ASC 820-10-35-9A was discussed by the FASB during deliberations leading to the issuance of ASU 2011-04.  That discussion and the Board's decision not to amend the ASC 825 example led us to the conclusion that this measurement was an acceptable alternative to ASC 820 and is a common practice within the banking industry.  The ASC 825 example utilizes a discounted cash flows methodology, using current rates at which similar loans would be made to borrowers with similar credit ratings.  There is no readily accessible market for obtaining 3rd party quotes for many of the loans within our loan portfolio, and we believe that the application of nonperformance and liquidity risk adjustments that a market participant would apply are difficult to estimate with acceptable accuracy.  We believe that the measurement process prescribed by ASC 825 is sufficient to fairly present the fair value of the loan portfolio and, at this time, is more appropriate, given the practical difficulties of accurately applying the exit price concept of ASC 820.

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Form 10-Q for the Quarterly Period Ended March 31, 2012

4.

 Form 10-Q  Note 12 Fair Value Measurements

You note that in our Form 10-Q for March 31, 2012, we have classified certain assets and liabilities measured at fair value on a recurring and non-recurring basis as Level 3 including auction rate securities, private equity investments, certain loans, mortgage servicing rights, foreclosed and long-lived assets.  You were unable to locate descriptions of our valuation processes used as required by ASC 820-10-50 and 55 and ask that we provide such disclosures in future filings.

On page 26 and 27 of our Form 10-Q we provide a description of valuation methodologies for instruments measured at fair value on a recurring basis including auction rate securities, private equity investments and other instruments.  On pages 31-32 we provide descriptions of valuation methods for instruments measured on a non-recurring basis including mortgage servicing rights, certain collateral dependent impaired loans, and foreclosed and long-lived assets.  We did not, however, discuss the valuation processes for these instruments, some of which we do not consider to be significant, as described below.  We have attached as Exhibit C a proposed disclosure for Note 12 which adds a description of the valuation process for the significant instruments.

5.

 Valuation methods for instruments measured at fair value on a non-recurring basis

You ask that in future filings we provide quantitative disclosures about the significant unobservable inputs used in fair value measurements for certain loans, mortgage servicing rights, foreclosed and long-lived assets.

ASC 820-10-50-2-bbb provides that when unobservable inputs are not readily quantifiable they are not required to be disclosed.  Valuation methods for collateral dependent loans and long-lived assets are mainly based on appraisals, in addition to judgments and other inputs that are not readily quantifiable.  Mortgage servicing rights and foreclosed assets represent immaterial assets, and we believe that detailed information about unobservable inputs would not be meaningful in this disclosure.  As part of our proposed revision to Note 12 in # 4 above, for collateral dependent impaired loans and long lived assets, we will indicate that quantifiable information about unobservable inputs is not available.

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We acknowledge that:

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 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

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 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States

Should you need added information about any of the details provided above, please do not hesitate to contact me directly at 816-234-2081.

Sincerely,

/s/ Jeffery Aberdeen

Jeffery Aberdeen, Controller

Jeffa@cbsh.com

Fax 816-234-2369

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Exhibit A

Troubled debt restructurings

As mentioned above, the Company's impaired loans include loans which have been classified as troubled debt restructurings, as shown in the table below.  Total restructured loans include both loans on non-accrual, which totaled $34.1 million, and other restructured loans.  Restructured loans are placed on non-accrual status if the Company does not believe it probable that amounts due under the contractual terms will be collected.  Other restructured loans consist mainly of performing commercial loans and consumer credit loans under debt management programs.  The performing commercial loans are classified as troubled debt restructurings when at renewal, the contractual interest rate of the renewed loan, which may be greater or less than the rate on the previous loan, was not judged to be a market rate for debt with similar risk.  Consumer credit card loans classified as troubled debt restructurings are loans with borrowers under debt management plans. Modifications generally involve removing the available line of credit, placing loans on amortizing status and lowering the contractual interest rate.

The table below shows the outstanding balance of loans classified as troubled debt restructurings at December 31, 2011, in addition to the period end balances of restructured loans which the Company considers to have been in default at any time during the past twelve months.   For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal.

(In thousands)

 December 31, 2011

 Balance 90 days past due at any time during previous 12 months

Commercial:

Business

 $

 19,821

 $

 —

Real estate - construction and land

 39,677

 9,736

Real estate - business

 12,992

 1,595

Personal Banking:

Real estate - personal

 3,031

 —

Consumer credit card

 22,428

 6,333

Total restructured loans

 $

 97,949

 $

 17,664

For those loans on non-accrual also classified as restructured, the modification did not create any further financial effect on the Company as those loans were already written down to net realizable value.  For those performing commercial loans classified as restructured, there were no concessions involving forgiveness of principal or interest and, therefore, there was no financial impact to the Company as a result of modification to these loans.  The effects of modifications to consumer credit card loans were estimated to decrease interest income between $1.7 million and $2.7 million on an annual, pre-tax

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basis, compared to amounts contractually owed.

The allowance for loan losses related to troubled debt restructurings on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as troubled debt restructurings.  Those performing commercial loans classified as troubled debt restructurings are accruing loans which management expects to collect under contractual terms and  are generally risk-rated as substandard.  These loans had no other concessions granted other than being renewed at an interest rate judged not to be market. The allowance for loan losses related to accruing restructured loans is determined by collective evaluation because the loans have similar risk characteristics.  Collective evaluation, which is the same process used for other substandard loans, considers historical  experience and current economic factors.

If a troubled debt restructuring defaults and is already on non-accrual status, the allowance for loan losses continues to be based on individual evaluation, using discounted expected cash flows or the fair value of collateral.  If a substandard, accruing troubled debt restructuring defaults, the loan's risk rating is downgraded to non-accrual status, and the loan's related allowance for loan losses is determined based on individual evaluation.

The Company had commitments of $10.3 million at December 31, 2011 to lend additional funds to borrowers with restructured loans.

Exhibit B

Derivatives

The Company's derivative instruments include interest rate swaps, foreign exchange forward contracts, commitments and sales contracts related to personal mortgage loan origination activity, and certain credit risk guarantee agreements. When appropriate, the impact of credit standing as well as any potential credit enhancements, such as collateral, has been considered in the fair value measurement.

•

 Valuations for interest rate swaps are derived from a proprietary model, whose significant inputs are readily observable market parameters, primarily yield curves used to calculate current exposure. Counterparty credit risk is incorporated into the model and calculated by applying a net credit spread over LIBOR to the swap's total expected exposure over time.  The net credit spread is comprised of spreads for both the Company and its counterparty, derived from probability of default and other loss estimate information obtained from a third party credit data provider or from the Company's Credit Department when not otherwise available.  The credit risk component is not significant compared to the overall fair value of the swaps.  The results of the model are constantly validated through comparison to active trading in the marketplace. These fair value measurements are classified as Level 2.

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•

 Fair value measurements for foreign exchange contracts are derived from a model whose primary inputs are quotations from global market makers, and are classified as Level 2.

•

 The fair values of mortgage loan commitments and forward sales contracts on the associated loans are based on quoted prices for similar loans in the secondary market.  However, these prices are adjusted by a factor which considers the likelihood that a commitment will ultimately result in a closed loan.  This estimate is based on the Company's historical data and its judgment about future economic trends.  Based on the unobservable nature of this adjustment, these measurements are classified as Level 3.

•

 The Company's contracts related to credit risk guarantees are valued under a proprietary model which uses  unobservable inputs and assumptions about the creditworthiness of the counterparty (generally a Bank customer).  Customer credit spreads, which are based on probability of default and other loss estimates, are calculated internally by the Company's Credit Department, as mentioned above, and are based on the Company's internal risk rating for each customer.  Because these inputs are significant to the measurements, they are classified as Level 3.

Exhibit C

12. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and liabilities and to determine fair value disclosures.  Various financial instruments such as available for sale and trading securities, certain non-marketable securities relating to private equity activities, and derivatives are recorded at fair value on a recurring basis.  Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis, such as loans held for sale, mortgage servicing rights and certain other investment securities.  These nonrecurring fair value adjustments typically involve lower of cost or fair value accounting, or write-downs of individual assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value.  For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.  The three levels are defined as follows:

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 Level 1 - inputs to the valuation methodology are quoted prices for identical assets or