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    Commerce Bancshares, Inc.

1000 Walnut Street

Post Office Box 419248

Kansas City Missouri 64141-6248

(816) 234-2000

April 3, 2009

By Edgar filing

Mr. Mark Webb

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Dear Mr. Webb:

We are in receipt of your letter dated March 30, 2009 wherein you have reviewed our Form 10-K and
Definitive Proxy Statement for the year ended December 31, 2008 and have noted four areas where you
are requesting additional information. In response we submit the following:

9A. Controls and Procedures, page 113 Form 10-K

Item 1.

Under this section in our Form 10-K we disclosed our conclusions over the effectiveness of
disclosure controls and procedures and provided management’s report on internal controls over
financial reporting. There were no changes in our internal controls in the fourth quarter 2008
identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule
15d-15. We inadvertently did not explicitly state such fact. In future filings we will include the
Item 308(c) disclosure as part of this section. A copy of a revised disclosure for part 9A is
attached as Exhibit A and will be included in future filings.

Transactions with Related Persons, page 12 Definitive Proxy Statement

Item 2.

Your question relates to our disclosure in both the Form 10-K and Proxy Statement concerning
payments to a related party, Tower Properties (Tower). Prior to April, 2006 Commerce Bancshares,
Inc. (Commerce) leased office space in a downtown Kansas City office building owned by Tower. As
of May 1, 2006, this building was sold by Tower to a buyer that is unrelated to both Tower and
Commerce, thus ending the lease payments to Tower on the property sold. Footnote 20 in Form 10-K
includes a table showing payments to Tower by Commerce and includes rent on leased properties. In
2006 rent on leased properties totaled $556 thousand and included $144 thousand related rent of
office space for January through April, 2006 while Tower owned the office building.

Commerce has for many years leased surface parking lots from Tower in downtown Kansas City to
provide employee parking. The remaining rental payments reflected for 2006 and for 2007 and 2008
pertain solely to rent paid to Tower on those surface parking lots.

The information in the table in Footnote 20 in Form 10-K contains the same payment amounts to Tower
as that disclosed in the Proxy Statement except that the Proxy Statement does not include dividends
paid on Commerce common stock owned by Tower. The number of shares of Commerce common stock owned
by Tower is given in the Proxy Statement on page 5 as part of the table on Security Ownership of
Management, specifically in note (3) to that table.

Item 3.

You also note in our Proxy Statement on page 12, that while we state that loans to related parties
are made “...in the ordinary course of business, all of which were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons...”, we did not specifically state “...with other unrelated
persons”. Please be advised that the terms of such loans made to related parties including
interest rates and collateral are made on substantially the same terms as those prevailing at the
time for comparable transactions with other unrelated persons. We will make adjustments to our
disclosure in the future. A draft copy of such revised proxy disclosure is attached as Exhibit B.

Exhibits 31.1 and 31.2

Item 4.

In your letter you note in Exhibits 31.1 and 31.2 of Form 10-K that we have made certain
modifications to the exact form of the certification as set forth in Item 601(b)(31)of Regulation
SK. Please be advised that these modifications were unintended and will be corrected in all future
filings. A draft copy of the adjusted certification to be included in future filings is attached
as Exhibit C.

*     *     *     *     *     *     *

In providing our responses to your comments, we acknowledge that:

    •

    We are 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

    •

    We 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

Based on the information above, we intend to make the corrections noted in Exhibits A-C in all
future filings as suggested in your letter. 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

EXHIBIT A

Form 10-K

Item 9a. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

     Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934. Based on this evaluation, our principal executive officer and our
principal financial officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

     Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under
the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
our evaluation under the framework in Internal Control — Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of December 31, 2008.

     The Company’s internal control over financial reporting as of December 31, 2008 has been
audited by KPMG LLP, an independent registered public accounting firm, as stated in their report
which follows.

Changes in Internal Control Over Financial Reporting

          No changes in the Company’s internal control over financial reporting occurred that has
materially affected, or is reasonably likely to materially affect, such controls during the last
quarter of the period covered by this report.

EXHIBIT B

Excerpt From Proxy Statement

Transactions with Related Persons

     The Board of Directors has adopted a Related Party Transaction Policy (“Policy”). The purpose
of the Policy is to establish procedures for the identification and approval, if necessary, of
transactions between the Company and any director, nominee for director, beneficial owner of more
than 5% of the Company’s securities, executive officer or any person or entity deemed related to
any of the foregoing (“Related Party”) that are material or not in the ordinary course of business.

     The Policy may be found on the Company’s website at www.commercebank.com/governance.
The Policy is intended to identify all transactions with Related Parties where payments are made by
the Company to or for the direct or indirect benefit of a Related Party. The procedures, discussed
in detail in the Policy, include the following:

    •

    The collection and maintenance of a Related Party list derived from the
records of the Company and the responses to an annual questionnaire completed by
directors and executive officers;

    •

    The distribution of the list to the appropriate officers and employees of the
Company so that transactions with Related Parties may be identified;

    •

    A quarterly comparison of the list to payments made by the Company;

    •

    Preparation and delivery of a report to the General Counsel of the Company
for review, analysis and an initial determination of whether the transaction is
material and falls within the Policy; and

    •

    Referral to the Company’s Disclosure Committee, which consists of the
Company’s Chief Risk Officer, Controller, Auditor and General Counsel, of any
transaction that may be considered material and require approval or ratification by
the Board of Directors or Audit Committee or disclosure in a Proxy Statement.

     The Policy provides guidance for determination of materiality. The amount of the transaction,
the application of any exemption or exclusion, the provisions of the Company’s Code of Ethics, and
general principles of corporate transparency may be considered. The Policy deems certain
transactions exempt and pre-approved, including, compensation paid for service as a director or
executive officer, transactions involving depositary or similar payment services, transactions that
are the result of a competitive bidding process, and transactions arising solely from the ownership
of the Company’s equity securities. The Policy provides further guidance to the Board or Audit
Committee in regard to the approval or ratification of the transaction and prohibits the
participation by a Related Party in the discussion, approval or ratification of a transaction.

     Pursuant to the application of the Policy, it was determined that Messrs. David W. Kemper and
Jonathan M. Kemper are directors of Tower Properties Company (“Tower”), and Mr. Jonathan M. Kemper
is the non-compensated Chairman of the Board of Tower. Tower is primarily engaged in the business
of owning, developing, leasing and managing real property.

     At December 31, 2008, Messrs. David W. Kemper and Jonathan M. Kemper together with members of
their immediate families beneficially own approximately 76% of Tower. During 2008, the Company, or
its subsidiaries, paid Tower $501,000 for rent on leased properties, $19,000 for leasing fees,
$114,000 for operation of parking garages, $118,000 for property construction management fees and
$1,525,000 for building management fees.

     During 2008, Commerce Bank, N.A., a subsidiary of the Company, paid a salary of $142,943 to
Michael Fields, the brother-in-law of Messrs. David W. Kemper and Jonathan M. Kemper. During 2008,
the Company paid a salary of $122,000 to John W. Kemper, the son of David W. Kemper.

     Various Related Parties have deposit accounts with the subsidiary banks of the Company, and
some Related Parties also have other transactions with the subsidiary banks, including loans in the
ordinary course of business, all of which were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable transactions with
other unrelated persons, and did not involve more than normal risk of collectibility or present
other unfavorable features.

EXHIBIT C

Form 10-Q Exhibit 31.1

CERTIFICATION

I, David W. Kemper, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Commerce Bancshares, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is
being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting.

May XX, 2009

    /s/ DAVID W. KEMPER

    David W. Kemper

    Chairman, President and
Chief Executive Officer