SecProbe.io

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 Commerce Bancshares, Inc.

 1000 Walnut Street

 Kansas City, Missouri 64106

 September 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, DC, 20549

 Attn: Robert Arzonetti

 Re: Commerce Bancshares, Inc.

 Acceleration Request

 Registration Statement on Form S-4/A

 File No. 333-289873

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the above-referenced Registration Statement
(the " Registration Statement "), Commerce Bancshares, Inc., a Missouri corporation (the " Company "),
hereby respectfully requests that the U.S. Securities and Exchange Commission (the " Commission ") declare the Registration
Statement effective on Wednesday, September 10, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 The Company hereby authorizes
Paul M. Aguggia of Holland & Knight LLP, attorney for the Company, to orally modify or withdraw this request for acceleration.

 Please provide a copy of the
Commission's order declaring the Registration Statement effective to Paul M. Aguggia, Holland & Knight LLP, 800 17th Street
N.W., Suite 1100, Washington, DC 20006.

 If
you have any questions regarding this request, please telephone Paul M. Aguggia at (202) 469-5422 or, in his absence, Shawn M.
Turner at (303) 974-6645 at the law firm of Holland & Knight LLP.

 Very truly yours,

 /s/
 John W. Kemper.

 John W. Kemper

 Chief Executive Officer

 cc: Margaret M. Rowe

 (Commerce Bancshares, Inc.)

 Paul M. Aguggia

 (Holland & Knight LLP)

 Shawn M. Turner

 (Holland & Knight LLP)

 1

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

John W. Kemper
Chief Executive Officer
Commerce Bancshares, Inc.
1000 Walnut
Kansas City, MO 64106

 Re: Commerce Bancshares, Inc.
 Registration Statement on Form S-4
 Filed August 27, 2025
 File No. 333-289873
Dear John W. Kemper:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Paul Aguggia
</TEXT>
</DOCUMENT>

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[Commerce Bancshares, Inc. Letterhead]

July 30, 2013

Via EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

Attention: Suzanne Hayes

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:
Commerce Bancshares, Inc.

Registration Statement on Form S-4

File No. 333-189535

Dear Ms. Hayes:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Commerce Bancshares, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement so that the Registration Statement will become effective as of 4:30 p.m. Eastern Time, July 30, 2013, or as soon thereafter as practicable.

This duplicative request is being submitted at the request of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to add the following acknowledgments.  The Company acknowledges the following:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Thomas J. Noack

Thomas J. Noack, Vice President and Secretary

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[Commerce Bancshares, Inc. Letterhead]

July 30, 2013

Via EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

Attention: Suzanne Hayes

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:

Commerce Bancshares, Inc.

Registration Statement on Form S-4

File No. 333-189535

Dear Ms. Hayes:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Commerce Bancshares, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement so that the Registration Statement will become effective as of 4:30 p.m. Eastern Time, July 30, 2013, or as soon thereafter as practicable.

Very truly yours,

/s/ Thomas J. Noack

Thomas J. Noack, Vice President and Secretary

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Katharine Milberger Haynes

Attorney

4801 Main Street, Suite 1000

Kansas City, MO  64112

Direct: 816.983.8391

Fax: 816.983.8080

kate.haynes@huschblackwell.com

July 25, 2013

Via EDGAR Transmission

Suzanne Hayes

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:

Commerce Bancshares, Inc.

Form S-4

Filed on June 21, 2013

File No. 333-189535

Dear Ms. Hayes:

On behalf of Commerce Bancshares, Inc. (the “Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated July 22, 2013 (the “Comment Letter”), with respect to the Registration Statement on Form S-4 (the “Registration Statement”).  The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement.  Amendment No. 1 reflects the Company’s response to the Staff’s comment.

For ease of reference, the Staff’s comment is reproduced below in its entirety in bold, followed by the response.

1.

We note your response to comment one of our letter dated July 8, 2013, and advise you that we disagree with your analysis that the presentation provided by D.A. Davison to Summit Bancshares Inc. and Summit Bank does not constitute a “report” within the meaning of Item 1015 of Regulation M-A. We note that Item 1015(a) of Regulation M-A states that reports, opinions and appraisals include those relating to consideration or fairness, but are not limited to those items. The fact that Davidson did not provide a conclusion regarding the valuation or the fairness of the

Husch Blackwell LLP

Ms. Suzanne Hayes

July 25, 2013

Page

consideration is not dispositive. Also, because Davidson determined selection criteria in preparing slides 6, 7, and 13 and highlights its valuation conclusions regarding previous registrant transactions on slide 16, thereby applying its own judgment, we view these as “findings” within the meaning of Item 1015(b)(6) of Regulation M-A that should be summarized in the filing. Therefore, please revise your disclosure in the Form S-4 to include the information required by Item 1015(b)(2) and (3) and a brief summary of those slides mentioned above in accordance with Item 1015(b)(6) of Regulation M-A. Also, please file the Davidson presentation as an exhibit to the Form S-4, as required by Item 21(c) of Form S-4.

Response: In response to the Staff’s comment, the Company has revised the disclosure regarding D.A. Davidson & Co. (“Davidson”) under “Background of Negotiations” beginning on page 15 and “Summit’s Financial Advisor” beginning on page 19 of Amendment No. 1.  In addition, the Davidson presentation has been filed as Exhibit 99(c) to Amendment No. 1.

In addition, at the request of the Staff, the Company acknowledges the following:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding any of the responses, please feel free to call me at 816-983-8391.

Very truly yours,

HUSCH BLACKWELL LLP

By:
 /s/ Katharine Milberger Haynes

Katharine Milberger Haynes

cc:           Ramin Olson, Securities and Exchange Commission

Laura Crotty, Securities and Exchange Commission

Thomas J. Noack, Commerce Bancshares, Inc.

C. Bruce Crum, McAfee & Taft A Professional Corporation

Husch Blackwell LLP

July 22, 2013

Via E -Mail
Jeffrey D. Aberdeen
Controller
Commerce Bancshares, Inc.
1000 Walnut
Kansas City, Missouri 64106

Re: Commerce Bancshares, Inc.
  Registration Statement on Form S-4
Filed  June 21, 2013
  File No.  333-189535

Dear Mr. Aberdeen :

We have reviewed the correspondence from your counsel dated July 12, 2013 responding
to our comment letter dated July 8, 2013 and we have the following comment.

Please respond to this letter by amending your registration statement and providing the
reque sted information.  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 the information you provide in response to this comment, we ma y have
additional comments.

General

1. We note your response to comment one of our letter dated July 8, 2013, and advise you
that we disagree with your analysis that the presentation provided by D.A. Davison to
Summit Bancshares Inc. and Summit Bank does not constit ute a “report” within the
meaning of Item 1015 of Regulation M -A.  We note that Item 1015(a) of Regulation M -A
states that reports, opinions and appraisals include those relating to consideration or
fairness, but are not limited to those items.  The fact t hat Davidson did not provide a
conclusion regarding the valuation or the fairness of the consideration is not dispositive.
Also, because Davidson determined selection criteria in preparing slides 6, 7, and 13 and
highlights its valuation conclusions regar ding previous registrant transactions on slide 16,
thereby applying its own judgment, we view these as “findings” within the meaning of
Item 1015(b)(6) of Regulation M -A that should be summarized in the filing.  Therefore,
please revise your disclosure in the Form S -4 to include the information required by Item
1015(b)(2) and (3) and a brief summary of those slides mentioned above in accordance

Jeffrey D. Aberdeen
Commerce Bancshares, Inc.
July 22, 2013
Page 2

 with Item 1015(b)(6) of Regulation M -A.  Also, please file the Davidson presentation as
an exhibit to the Form S -4, as required by Item 21(c) of Form S -4.

Please contact  Ramin Olson  at (202) 551 -3331 , Laura Crotty at (202) 551 -3563,  or me at
(202) 551 -3675 w ith any questions you may have.

Sincerely,

        /s/ Laura Crotty for

Suzanne Hayes
Assistant Director

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Katharine Milberger Haynes

Attorney

4801 Main Street, Suite 1000

Kansas City, MO  64112

Direct: 816.983.8391

Fax: 816.983.8080

kate.haynes@huschblackwell.com

July 12, 2013

Via EDGAR Transmission

Suzanne Hayes

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:
Commerce Bancshares, Inc.

Form S-4

Filed on June 21, 2013

File No. 333-189535

Dear Ms. Hayes:

On behalf of Commerce Bancshares, Inc. (the “Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated July 8, 2013 (the “Comment Letter”), with respect to the Registration Statement on Form S-4 (the “Registration Statement”).

For ease of reference, the Staff’s comment is reproduced below in its entirety in bold, followed by the response.

1.

We note the references to D.A. Davidson’s presentations to the Boards of Directors of Summit and Summit Bank.  Information about any reports, opinions or appraisals that are materially related to the transaction and referred to in the registration statement are required to be disclosed in the registration statement and filed as exhibits.  To the extent not already provided, please revise your disclosure to provide the information required by Item 1015(b) of Regulation M-A.  Please note that oral reports, if material, should be summarized and disclosed in the registration statement or filed as exhibits.  Further, please provide us a copy of any board books or similar materials for our review.  Please refer to Items 4(b) and 21(c) of Form S-4.

Husch Blackwell LLP

Ms. Suzanne Hayes

July 12, 2013

Page 2

Response: The Company believes that the disclosure required by Items 4(b) and 21(c) of Form S-4 is not applicable to the presentation by D.A. Davidson & Co. (“D.A. Davidson”).  Items 4(b) and 21(c) require disclosure regarding any “report, opinion or appraisal materially relating to the transaction” that has been received from an outside party and referred to in the prospectus.  As described below, we do not believe that the D.A. Davidson presentation constitutes a report, opinion or appraisal materially relating to the proposed transaction, notwithstanding their reference in the Registration Statement.

D.A. Davidson was retained by Summit Bancshares Inc. (“Summit”) to advise it and provide information regarding the transaction, but was not asked to, and therefore did not, provide a report or opinion regarding the fairness of the consideration to be received or any valuation or appraisal of Summit or the Company.  D.A. Davidson provided a summary of the principal terms of the transaction, publicly-available information regarding similar transactions and publicly-available information about the Company.  The presentation by D.A. Davidson was never intended by the boards of directors or management of Summit to be a report or opinion to Summit and the Summit Bank boards of directors on the matters discussed at the meeting or to represent a stand-alone source of information for the boards, but rather was intended to be considered as discussion materials in connection with the boards’ consideration of the transaction.  D.A. Davidson provided informational material to the boards of directors of Summit and Summit Bank, but did not provide analysis or conclusions regarding the valuation of Summit or the Company or the fairness of the consideration to be received by Summit shareholders in the transaction.  The presentation constituted only one source of information considered by the boards of directors of Summit and Summit Bank

In response to the Staff’s comment, the Company has supplementally provided the Staff with copies of the materials prepared by D.A. Davidson and provided to the boards of directors of Summit and Summit Bank.  The Company believes that any information contained in these materials that is material to the shareholders of Summit in their voting decisions and which is required by Form S-4 has been disclosed in the Form S-4.

In addition, at the request of the Staff, the Company acknowledges the following:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Husch Blackwell LLP

Ms. Suzanne Hayes

July 12, 2013

Page 3

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding any of the responses, please feel free to call me at 816-983-8391.

Very truly yours,

HUSCH BLACKWELL LLP

By:
 /s/  Katharine Milberger Haynes

Katharine Milberger Haynes

cc:
Ramin Olson,  Securities and Exchange Commission

Laura Crotty,  Securities and Exchange Commission

James L. Swarts, Commerce Bancshares, Inc.

C. Bruce Crum, McAfee & Taft A Professional Corporation

Husch Blackwell LLP

July 8, 2013

Via E -Mail
Jeffrey D. Aberdeen
Controller
Commerce Bancshares, Inc.
1000 Walnut
Kansas City, Missouri 64106

Re: Commerce Bancshares, Inc.
  Registration Statement on Form S-4
Filed  June 21, 2013
  File No.  333-189535

Dear Mr. Aberdeen :

We have limited our review of your registration statement to the issue we have addressed
in our comment below.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where 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 registration statement and the information you
provide in response to this comment, we may have additional comments.

The Merger, page 14

Background of Negotiations, page 15

1. We note the references to D.A. Davidson’s presentations to the Boards of Directors of
Summit and Summit Bank.  Information about any reports, opinions or appraisals that are
materially related to the transaction and refe rred to in the registration statement are
required to be disclosed in the registration statement and filed as exhibits.  To the extent
not already provided, please revise your disclosure to provide the information required by
Item 1015(b) of Regulation M -A.  Please note that oral reports, if material, should be
summarized and disclosed in the registration statement or filed as exhibits.  Further,
please provide us a copy of any board books or similar materials for our review.  Please
refer to Items 4(b) and  21(c) of Form S -4.

Jeffrey D. Aberdeen
Commerce Bancshares, Inc.
July 8, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the  disclosures they have made.

Notwithstanding our comments, in the event you request acceleratio n of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not for eclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of  the
registration statement.

Please contact  Ramin Olson  at (202) 551 -3331 , Laura Crotty at (202) 551 -3563,  or me at
(202) 551 -3675 w ith any questions you may have.

Sincerely,

        /s/ Laura Crotty for

Suzanne Hayes
Assistant Director

October 9, 2012

Via E -mail
James L. Swarts
Vice President and Secretary
Commerce Bancshares, Inc.
1000 Walnut Street
Kansas City, MO

Re: Commerce Bancshares, Inc .
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 22, 2012
Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed May 4 , 2012
 File No. 000 -02989

Dear Mr. Swarts :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Hugh West

Hugh West
Accounting Branch Chief

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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

1

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.

2

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.

3

We acknowledge that:

•

 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

•

 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

4

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

5

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.

6

•

 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:

•

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

August 2 4, 2012

Via E -mail
James L. Swarts
Vice President and Secretary
Commerce Bancshares, Inc.
1000 Walnut Street
Kansas City, MO

Re: Commerce Bancshares, Inc
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 22, 2012
Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed May 4 , 2012
 File No. 000-02989

Dear Mr. Swarts :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may b etter understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have requested changes in future filings, please include a draft of your
proposed dis closures that clearly identifies  new or revised disclosures.  If you do not believe our
comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comments,  including the draft of your proposed disclosures,  we may have
additional comments.

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

Notes to Consolidated Financial Statements
Note 2 – Loans and Allowance for Loan Losses, page 67
Troubled Debt Restructurings, page 72

1. We note your disclosure that the majority of your troubled debt restructurings are
classified as such upon renewal when the contractual interest rate of the new loan was not

James L. Swarts
Commerce Bancshares, Inc.
August 2 4, 2012
Page 2

 judged to be a market rate for debt with similar risk , and that the financial effects of the
modifications cannot readily be quantified.  Please explain why you cannot quantify the
financial effect of the modi fications (i.e. additional allowances for credit losses, principal
amounts charged off, foregone interest , etc. ) as required by ASC 310 -10-50-33(a).

Note 15  - Fair Value Measurements, page 94
Derivatives, page 96

2. We note your disclosure that the impact of credit standing is considered in determining
the fair value o f your derivative instruments.  In the interest of transparency, please revise
your disclosure in future filings to more clearly explain how yo u fact or both your own
and counterparty credit risk into your fair value determinations for your derivative
instruments (i.e., explain how these credit valuation adjustments are calculated).

Note 16 - Fair Value of Financial Instruments, page 101
Loans, page 101
3. You disclose that your method for estimating the fair values of loans does not incorporate
the exit  price concept of fair value prescribed by ASC 820 "Fair Value Measurement".
Please explain why you believe it is appropriate not to use the exit price as the
measurement of fair value as required by ASC 820 -10-35-9A.

Form 10 -Q for the Quarte rly Period  Ended March 31 , 2012
Note 12 – Fair Value Measurements, page 26
Level 3 Inputs, page 30
4. We note that you have classified certain assets and liabilities measured at fair value on a
recurring and non -recurring basis as Level 3 in the fair value hierarchy, including auction
rate securities, private equity investments, certain loans, mortgage servicing rights,
foreclosed and long lives assets.  However, we we re unable to locate a description of the
valuation processes used (for example, how an entity decides its policies and procedures
and analyzes changes in measurements from period to period) as required by ASC 820 -
10-50-2-f and 820 -10-55-105.  Please revise  your future filings to provide these
disclosures.

Valuation methods for instruments measured at  fair value on a nonrecurring basis, page 31
5. We note that you classified certain loans, mortgage servicing rights, foreclosed and long -
lived assets measured at fair valued on a non -recurring basis as Level 3 in the fair va lue
hierarchy.  However, we unable to locate any quantitative disclosures about the
significant unobservable inputs used in these fair value measurements as required by
ASC 820 -10-50-2-bbb.  Please revise your future filings to provide these disclosures.

James L. Swarts
Commerce Bancshares, Inc.
August 2 4, 2012
Page 3

              We urge all persons who are 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 Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a wri tten 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 takin g 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 Sasha Pechenik  at (202) 551 -3541  or me, at (202) 551 -3872 if you have
any questions .

Sincerely,

 /s/ Hugh West

Hugh West
Accounting Branch Chief

October 21, 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 completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

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

CORRESP
1
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		Oct_13_commentltr

1000 Walnut Street

Post Office Box 419248

Kansas City Missouri  64141-6248

(816) 234-2000

October 14, 2011

By Edgar Filing

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Dear Ms. Hayes:

In response to your letter dated August 24, 2011 wherein you have requested further information with respect to our proxy statement disclosure regarding long term equity awards, we submit the following:

Long-Term Equity Awards, page 22

You ask that we explain further how the Committee determines restricted stock awards and to provide the form our disclosure would have taken in the 2011 proxy statement as it addressed six specific questions raised by your letter.  Please refer to our revised disclosure of this section as contained in Exhibit H below. As we addressed the issues raised by your letter, it became apparent that a revision to Exhibit F of our prior response was also in order to clarify the use of the applicable Benchmarks referred to in these Exhibits.  Revised Exhibit F follows Exhibit H.

We acknowledge that:

•

 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

•

 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 816-234-2685.  Thank you.

Sincerely,

James L. Swarts, Secretary

james.swarts@commercebank.com

Fax 816-234-2333

Exhibit H

Long-Term Equity Awards

Stock option and restricted stock grants have historically been awarded in two separate ways described below to provide our executive officers with long-term equity awards that more closely align their interests with the interests of our shareholders, and for retention purposes.  The 2005 Equity Incentive Plan, which was approved at the 2005 Annual Meeting of Shareholders, provides for the issuance of equity-based awards, including stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units, and performance shares and performance units.  Commencing in 2009, the Company began issuing Restricted Stock awards in lieu of SARs. Both equity awards are listed in the Grants of Plan-Based Awards in 2010 on page 27 and were granted on the same date.   The number of shares listed on page 27 is the result of restating the grants to include the 2010 5% stock dividend thereon.  The number of shares listed below is the number approved by the Committee without any restatement for stock dividends.

First, there is an annual equity award consisting of restricted stock, for longer-term profit growth (the “Long Term Restricted Stock”), given to NEOs and other Company officers and senior employees each year using the following formula:  35% of the average annual cash incentive target for the officer for the three prior years, multiplied by the average Company Performance Factor for the three prior years.  This formula was determined by the Committee in past years for long-term performance and the formula has not changed in 2010.  The Long Term Restricted Stock award vests at the end of five years from the date of grant.  For example: The Company Performance Factors for 2010, 2009 and 2008 were 101.8%, 60% and 30.8%, respectively.  Therefore, the three-year average Company Performance Factor in 2010 was 64.2%.  If the NEO's three-year average annual cash incentive target were $100,000, the officer would receive restricted stock in 2010 equal to $22,470 ($100,000 * 35% * 64.2% = $22,470).  The Long Term Restricted Stock awards made during 2010 were:  David Kemper:  3,428 shares; Charles Kim:  913 shares; Jonathan Kemper:  1,276 shares; Seth Leadbeater:  929 shares; Kevin Barth:  913 shares.

Second, the Committee also issues to our NEOs equity-based awards on an annual basis, and current practice is for these awards to be in the form of restricted stock (the “Current Year Restricted Stock”).  These awards are not based on any set formula and are treated as being part of base compensation.  These awards are in the form of stock in order to align our NEOs' interests with those of our shareholders.  These shares reflect the performance of the Company's stock because their value is based on the stock's fair market value.  The number of shares granted for the Current Year Restricted Stock award is intended to remain fairly constant from year-to-year, but is adjusted as a result of the process described in the following paragraph.  In order to provide a retention incentive, each Current Year Restricted Stock award contains vesting periods such that one third of the award vests on the fifth, sixth and seventh year anniversaries of the grant date, but each third will vest if and only if the Company has cumulative positive net income for the period beginning on January 1 of the year of grant and ending on the December 31 that precedes the date such one third of the award would otherwise fully vest.  The Current Year Restricted Stock awards for 2010 were:  David Kemper:  22,000 shares; Charles Kim:  5,000 shares; Jonathan Kemper:  10,000 shares; Seth Leadbeater:  5,000 shares; and Kevin Barth:  5,000 shares.

The starting point for determining the number of shares of Current Year Restricted Stock is the number awarded for the prior year.  The Committee then considers whether subjective adjustments are appropriate based on subjective evaluation of the NEO's overall individual performance and experience, specific requirements of the NEO's job and the contribution of the NEO's job to the Company's success; and based on a comparison to the Benchmarks.  The Benchmark comparison is performed by comparing the sum of the targeted Long Term Restricted Stock award (based on an assumed average 100% Company Performance Factor for the three years) for the current year and the number of shares of Current Year Restricted Stock that were awarded for the prior year for each person (which sum is the “Possible Award”) to current market data for the equity portion of the Benchmark for that person's position.  The value of both awards was determined based on the Company's current stock price at grant date multiplied by the number of assumed shares.  The Current Year Restricted Stock awarded to each NEO was changed for 2010 in comparison to 2009.  The 2009 Current Restricted Stock Awards were: David Kemper:  21,250 shares; Charles Kim:  4,250 shares; Jonathan Kemper:  9,000 shares; Seth Leadbeater:  4,500 shares; and Kevin Barth:  4,250 shares. The awards to all of the NEO's were adjusted upward based on the Benchmark data.  The award to Charles Kim was also adjusted based on increased responsibilities accepted by him, and the award to Kevin Barth was also adjusted based on the Committee's evaluation of his job's overall contribution to the Company's success. The awards are not designed to be at the same Benchmark percentile for each NEO, and are not designed to equal any particular percentile of the applicable Benchmark, although no upward adjustment would be made to the extent such adjustment would cause an award to exceed the 50th percentile of the applicable Benchmark. The sum of the targeted Long Term Restricted Stock and actual Current Year Restricted Stock for each of our NEOs for 2010 was below the 50th percentile of the

equity portion of the Benchmark for that NEO.  The Committee also considered stock/SAR grant practices of the companies used in the Benchmarks, the level of FAS 123R expense that the Company will incur, and expected long-term Company performance.  The holders of restricted stock will receive cash dividends declared by the Company prior to the vesting date.  Stock dividends will accrue and vest according to the terms of the award.

Exhibit F

Setting Compensation

Based on the performance evaluations, an analysis of the Benchmarks and Comparison Group data, and a review of the Company's goals and objectives, the Committee approves, and submits to the Board of Directors for approval, base salary (effective April 1), annual incentive compensation targets and amounts, and long-term equity awards for our executive officers for the current year, as well as incentive compensation earned for the prior year.  The Committee's approval generally occurs during January and the Committee makes its presentation to the Board of Directors at the next regularly scheduled meeting, which generally occurs in late January or early February.  All equity awards are granted on the date the Board approves the awards using the fair market value of the Company's stock at the close of that business day.

The process includes a review by the CEO of the outside Benchmarks for the other NEOs prior to the Committee meeting.  The outside Benchmarks for the other NEOs are reviewed for current market data on base salary, annual cash incentives and long-term equity awards.  The Benchmark information is compared to each of the other NEO's current compensation as detailed on the tally sheets.  The CEO details the compensation data and discusses the reasons for his recommendations for the other NEOs during the committee meeting.

The timing of compensation decisions is driven by a variety of tax considerations.  To the extent the Committee determines that an award is intended to satisfy the deductibility requirements under Section 162(m) of the Internal Revenue Code, performance objectives must be established in the first 90 days of the performance period.  For annual incentive awards, this means performance objectives must be established no later than the end of March.  In addition, in order to avoid being considered deferred compensation under Section 409A of the Internal Revenue Code and to be deductible for the prior tax year, our annual incentive awards with respect to the prior year must be paid out by March 15.

There is no policy for the allocation between cash and non-cash or annual and long-term compensation.  Instead, the Committee determines the allocation of each component of compensation based on the role of each executive officer in the Company, performance evaluations, the Benchmarks, and knowledge of our local markets.  Generally, the percentage of compensation consisting of the annual cash incentive and long-term equity awards increases as the responsibilities of the executive officer and the executive officer's ability to affect Company performance increase.  The compensation elements for our CEO for 2010 were allocated as follows: 32.7% base salary, 30% annual cash incentive, and 37.3% long-term equity awards.  The Committee feels that a greater percentage of the CEO's compensation should be based on the long term performance of the Company than the percentage used for the other NEOs, but has not identified a specific target.  On average, the compensation elements for our other NEOs for 2010 were allocated as follows: 42.1% base salary, 26.9% annual cash incentive, and 31% long-term equity awards.  For purposes of the above calculations, the long-term equity awards were valued as of the grant date using fair market value for Restricted Stock Grants and the Black Scholes valuation model for Stock Appreciation Rights.  Other benefits, including Company allocations and contributions to benefit plans and perquisites, while not considered in determining these allocations, are provided to our executive officers in order to offer a total compensation package that is competitive in the marketplace.

The amount of salary, annual cash incentive and long-term equity awards are considered individually and each is compared to the 50th percentile of the applicable Benchmarks.  Additionally, these components as a whole are compared to the 50th percentile of the combined applicable Benchmarks. Elements of compensation are not designed to be at the same Benchmark percentile for each NEO, and are not intended to equal any particular percentile of the applicable Benchmarks. The Committee then considers each individual's performance, experience, specific job requirements and the contribution of that job to the Company's success, and then makes subjective adjustments as appropriate.  The market survey mentioned on page 18 is used for all NEO's, except the CEO, as benchmarks for each component of compensation and for the aggregate of all such components.  For the CEO's compensation, a combination of the market survey and the compensation data from the Comparison Group on page 19 was used to create benchmarks for each component of the CEO's compensation and for the aggregate of

all such components.  The total compensation for 2010 of our NEOs did not exceed the 50th percentile of the applicable Benchmarks.  Realized and unrealized equity compensation gains and vesting of prior equity grants are not considered by the Committee when establishing compensation.  The factors used to determine base salary, annual cash incentives, and long-term equity awards are discussed in more detail under the heading “Elements of Compensation” below.  The Committee used tally sheets to set compensation for our executive officers for 2010.  The tally sheets were included in the packet of data that was sent to the Committee for review prior to the meeting and used during the meeting for discussion purposes.  The tally sheets were used as tools for review of total compensation comparison of the NEOs and included information such as:

Base salary for 2009 and 2010;

Bonus information for 2009 and 2010;

Stock awards with specific grant amortization expense for 2009 and 2010;

Stock option information with specific grant amortization expense for 2009 and 2010;

Change in pension value ; and

Details on all other compensation by category.

If our financial statements were to be restated or adjusted in a manner that would have reduced the size of a prior incentive award, the Committee will consider that information when determining future compensation

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

CORRESP
1
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		SEC comment letter

  Commerce Bancshares, Inc.

 1000 Walnut Street

Post Office Box 419248

Kansas City Missouri  64141-6248

(816) 234-2000

September 14, 2011

By Edgar Filing

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Dear Ms. Hayes:

We are in receipt of your letter dated August 24, 2011 wherein you have requested further information with respect to our proxy statement disclosure regarding long term equity awards.  In response we submit the following:

Long-Term Equity Awards, page 22

You ask that we explain how the Committee determines equity awards tied to current year performance, and to expand our disclosure to specify what performance or contributions resulted in adjustments.  Please refer to our revised disclosure of this section as contained in Exhibit H below.  Adjustments to Current Year Restricted Stock awards, if any, made by the Committee are made as disclosed in the exhibit and would be different for each NEO, so it is not feasible to list specific performance measurements.

We acknowledge that:

•

 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

•

 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 816-234-2685.  Thank you.

Sincerely,

James L. Swarts, Secretary

james.swarts@commercebank.com

Fax 816-234-2333

Exhibit H

Long-Term Equity Awards

Stock option and restricted stock grants have historically been awarded in two separate ways to provide our executive officers with long-term equity awards for current year  profit growth, and for longer-term profit growth to more closely align their interests with the interests of our shareholders, and for retention purposes.  The 2005 Equity Incentive Plan, which was approved at the 2005 Annual Meeting of Shareholders, provides for the issuance of equity-based awards, including stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units, and performance shares and performance units.  Commencing in 2009, the Company began issuing Restricted Stock awards in lieu of SARs. Both equity awards are listed in the Grants of Plan-Based Awards in 2010 on page 27 and were granted on the same date.

First, there is an annual equity award  consisting of restricted stock, for longer-term profit growth (the “Long Term Restricted Stock”), given to NEOs and other Company officers and senior employees each year using the following formula:  35% of the average annual cash incentive target for the officer for the three prior years, multiplied by the average Company Performance Factor for  the three prior years.  This formula was determined by the Committee in past years for long-term performance and the formula has not changed in 2010.  The Long Term Restricted Stock Award vests at the end of five years from the date of grant.  For example: The Company Performance Factors for 2010, 2009 and 2008 were 101.8%, 60% and 30.8%, respectively.  Therefore, the three-year average Company Performance Factor in 2010 was 64.2%.  If the NEO's three-year average annual cash incentive target were $100,000, the officer would receive restricted stock in 2010 equal to $22,470 ($100,000 * 35% * 64.2% = $22,470).

Second, the Committee also awards restricted stock to NEOs for current year Company performance (the “Current Year Restricted Stock”).  The Current Year Restricted Stock award represents a percentage of salary established by comparison to, but not necessarily the same as, the 50th percentile of the Benchmarks and remains constant from year to year.  The Current Restricted Stock Award contains vesting periods such that one third of the award vests on the fifth, sixth and seventh year anniversaries of the grant date, but each third will vest if and only if the Company has cumulative positive net income for the period beginning on January 1 of the year of grant and ending on the December 31 that precedes the date such one third of the award would otherwise fully vest.

The sum of the targeted Long Term Restricted Stock award (based on an assumed average 100% Company Performance Factor for the three years) for the current year and the number of shares of Current Year Restricted Stock that were awarded for the prior year for each person are compared to the 50th percentile of the applicable equity award Benchmarks for that person's position.  The value of both awards was determined based on the Company's current stock price at grant date multiplied by the number of assumed shares.  The Compensation Committee compared the amount of both assumed awards to the 50th percentile of the equity portion of the Benchmark and if that portion of the current Benchmark has changed from previous years so that a Current Year Restricted Stock award at the prior's year's level would have deviated from that portion of the Benchmark in an amount the Compensation Committee determines to be inequitable, the Compensation Committee has made subjective adjustments based on its evaluation of overall individual performance, experience, specific requirements of each job and contribution of each job to the Company's success to determine the Current Year Restricted Stock to be awarded for the current year.  The Committee also considered stock /SAR grant practices of the companies used in the Benchmarks, the level of FAS 123R expense that the Company will incur, and expected long-term Company performance.  The holders of restricted stock will receive cash dividends declared by the Company prior to the vesting date.  Stock dividends will accrue and vest according to the terms of the award.

August 24, 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 July 8, 2011 and have the following comment.
In our comment, 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 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.    Definitive Proxy Statement on Schedule 14A

 Long-Term Equity Awards, page 22

 1. We note your revised disclosure in response to prior comment 14 and your statement that
the equity awards, in the aggr egate, are “targeted to the 50
th percentile of the applicable
Benchmarks.”  However, it remains unclear how the Compensation Committee determined the restricted stock awards that are meant to address current year
performance.  Please advise.  Additionally, please expand your disclosure to specify what
individual performance and contributions by your named executive officers resulted in
the adjustments that the Committee made to the equity awards.  See Regulation S-K
Item 402(b)(2)(vii).

James L. Swarts Commerce Bancshares, Inc. August 24, 2011 Page 2
 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

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    Commerce Bancshares, Inc.

1000 Walnut Street

Post Office Box 419248

Kansas City Missouri 64141-6248

(816) 234-2000

July 8, 2011

By Edgar Filing

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Dear Ms. Hayes:

We are in receipt of your letter dated June 30, 2011 wherein you have reviewed our Form 10-K and
Definitive Proxy Statement for the year ended December 31, 2010 and our Form 10-Q for the three
months ended March 31, 2011 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, 2010

1a. Risk Factors, page 9

You stated that many of our risk factors omit a discussion as to how the presented risk ultimately
impacts our business. Accordingly we have reviewed all the risks presented and where appropriate
have added additional information about the impact to our business. Specifically we added
information which addresses the Dodd-Frank regulations you mentioned. We have also deleted the
2nd and 3rd sentences in the introductory paragraph of this section. We have
attached a red-lined version of this section to this letter as Exhibit A and similar information
will be included in future filings as applicable.

Loan Portfolio Analysis, page 29

You ask that in future filings, we should revise our tabular disclosure on page 30 to include
principal payment due dates for our consumer loans as required in Part III(B) of Guide 3. As we
read and interpret Guide 3 requirements, there appears to be an exception referenced in Part III(B)
that allows exclusion of this information for installment loans to individuals (category 4 listed
in Part III(A)). The Consumer loans listed in the referenced table are in fact installment loans
to individuals for which an exception to presenting the data is permitted as per above. Please
advise if we are not interpreting this section correctly.

Loans with Special Risk Characteristics, page 38

You ask that we clarify how we monitor current collateral values and trends experienced for the
various categories of real estate loans. You further ask that we provide refreshed LTV’s in future
filings. You also ask us to explain the extent to which we are able to monitor for delinquency and
loan balance of the first liens in evaluating related second lien loans. If we are only able to
access such data for home equity loans where we hold or service the first mortgage, then you ask us
to disclose that fact and quantify the amount of such loans.

In regards to monitoring current collateral values, while we obtain new appraisals at the time we
originate new personal real estate loans (residential first mortgages) and home equity loans (both
fixed and revolving), we do not seek to obtain updated appraisals or valuations unless the loan is
significantly delinquent or in process of being foreclosed upon. While our real estate department
stays informed of real estate values and trends in our local and national markets, our main method
for monitoring credit in these portfolios

1

remains delinquency monitoring. Additionally, for residential first mortgages and home equity
loans, FICO scores are updated quarterly while for home equity loans only, line utilization and
credit bureau information are also regularly used to identify specific borrower issues. This has
remained an effective way to evaluate credit trends and identify problem loans partly because our
Company mostly offers standard, conservative lending products. Because the LTV ratio is not our
primary method of monitoring credit, we do not maintain refreshed LTV data, and the LTV disclosures
for personal real estate and home equity loans on Form 10-K page 38 were intended to provide a
general indication of the risk in these portfolios. As such, we are not able to provide refreshed
LTV information in future filings.

You request information regarding our ability to monitor delinquency and loan balances of first
lien residential mortgage loans which coincide with our second lien mortgage loans (mainly fixed
and revolving home equity loans). Our systems do not allow us to identify and monitor the balances
and delinquency status of first lien mortgage loans which relate to our second lien mortgage loans.
As such we do not have information on first lien mortgage loans which are related to our second
lien home equity loans. As noted above, home equity loans regularly go through a review process
for credit line usage (revolving loans), changes in FICO scores and delinquencies. If specific
loans exhibit severe weakness, further investigation of first lien positions is performed.
Furthermore, the Company is notified of all foreclosures of related first lien positions. Given
the relatively low loan losses and delinquency rates experienced for these loans over the last few
years, including the recent period of financial crisis, the Company views these credit monitoring
processes as prudent measures for credit risk purposes.

Attached as Exhibit B is a revision of the original Form 10-K page 38 paragraph. This revised
disclosure provides more clarity to our monitoring process.

You also request us to revise our discussion of troubled debt restructures on page 38 to quantify
our re-default rates and revise, in the appropriate section of our Form 10-K, our discussion of how
modifications and re-defaults are considered in our allowance methodology. We submit the following
to consider. For credit card modification programs, as of 12/31/10 such loans totaled $18.8
million, or approximately 2.4% of total average credit cards for the 4th quarter of
2010. Amounts representing re-default (internally defined as 90 days delinquent) totaled $3.6
million, or 19% of total outstanding credit card modifications. Given that total modifications of
credit card balances are very small, we do not monitor re-default rates on these specific balances
or specifically consider these amounts in our allowance methodology unless the balance become 120
days delinquent after modification. In that case, the credit card balances are charged off, in
accordance with regulatory requirements. We have not chosen to further disclose information about
these balances due to their immateriality. Should these balances ever grow to be material, we
would of course make these types of further disclosures.

Exclusive of the credit card modifications noted above, the Company identified $75.8 million of
loans, which primarily were commercial loans, classified as restructured. Of these loans, $34.5
million were on non-accrual, while the remaining $41.3 million were performing loans on accrual
basis. Personal real estate loans classified as TDRs are all on non-accrual and totaled only $877
thousand. As noted on Form 10-K page 76, these restructured loans are considered impaired loans,
and on Form 10-K pages 70-71, our summary of significant accounting policies explains how these
impaired loans are evaluated. We do not monitor or attempt to quantify re-default rates on either
restructured non-accrual loans or performing TDRs. Once a loan is put on non-accrual status, we
are in a work-out mode, and past due status is usually not as relevant to us. Furthermore, when a
loan is put on non-accrual, unpaid interest is reversed, and loans are either charged down to fair
value or comparable loan loss reserves are established based on specific evaluation. Performing
TDR loans, as disclosed on Form 10-K page 38, are classified as TDRs solely because at renewal, the
renewal rate was not determined to be market and the borrower was judged to be having financial
difficulties. To stay on accruing basis however, the borrower cannot be delinquent, which is why
we do not monitor for re-default rates. Furthermore, for performing TDRs, no other concessions
were granted (e.g. forgiven principal or accrued interest) except that the renewed interest rate
was not judged to be market. Loans in this performing TDR status could ultimately become
delinquent and/or migrate to a non-accrual status, however, we do not track this currently due to
the nature of our TDRs, as noted above. We understand that new rules effective in the third
quarter of 2011 may require us to modify our tracking of TDRs going forward.

We attached Exhibit C representing our revised Form 10-K page 38 disclosure in which we have
attempted to clarify how TDR’s impact our allowance methodology.

Consolidated Statements of Income, page 66

You ask that for future filings, we revise certain labels concerning net income attributable to
Commerce Bancshares and consolidated net income. We will make these suggested changes and will
change the lines “Net income before non-controlling interest” to “Net

2

income” and “Net income” to “Net income attributable to Commerce Bancshares, Inc.” The
Consolidated Statements of Cash Flows will also be adjusted to reflect this change. These changes
are labeling changes and have no impact on our financial results.

Footnote 3. Allowance for Loan Losses, Credit quality, page 79

You request that we tell you whether we monitor loan-to-collateral ratios for all classes that have
collateral liens attached, including our consumer loans and real estate classes for construction,
business and personal loans. If so you request that in future filings we include these loan
classes by weighted average LTV ratios on a disaggregated basis (e.g., multiple weighted average
LTV buckets for each loan class).

Please be advised that as noted above, we obtain new appraisals only on personal real estate loans
and home equity loans. We do not obtain updated appraisals unless the loan is significantly
delinquent or is in the process of being foreclosed upon. LTV rates are not considered reflective
of current fair value of the underlying collateral but are only indications of collateral support
since the appraised values are at origination. As such, we rely on delinquency trend information
to identify potential problem personal real estate loans, and our credit collection department
pro-actively works with borrowers that become delinquent. Furthermore, delinquencies and loan
charge-offs have remained very low, as evidenced on page 35 of Form 10K, throughout the recent
severe credit cycle, reflecting the less volatile markets in which we operate and conservative
products and underwriting standards offered by our Company. Given these circumstances, we do not
believe that providing weighted average LTVs on these products, which reflect dated appraised
values, would be helpful to readers of our financial statements.

Regarding other lending products such as construction, business and other consumer loans which have
real estate or other collateral as security, we do not monitor loan to collateral values on a class
basis but instead do so individually on a case by case basis and usually only at the time a loan is
originated or renewed. For consumer loans secured by vehicles, while we have standards which
dictate how much we are willing to loan at origination on a particular vehicle, we monitor the loan
on an on-going basis using delinquency information and FICO scores and do not store current LTV
information in our systems. Other business and construction loans can be individually large with
diverse types of collateral such that LTV information would not be useful. Again, this information
is not readily available in our loan systems.

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

You asked why the write-down of $4.0 million was such a significant portion of the foreclosed asset
balance of $8.5 million. You ask that in future filings we describe the steps taken to verify the
deterioration in fair value on these properties subsequent to the loans being categorized as other
real estate owned. Also in future filings we should enhance our disclosure to discuss the factors
driving the large impairment post-foreclosure.

The Company has standard policies and procedures that require, at the time of foreclosure or when
foreclosure is probable, the loan be written down to fair value less estimated selling costs, based
on written appraisals or other similar valuation methods. In accordance with Company policies and
regulatory requirements, subsequent adjustments to fair value on foreclosed real estate within 90
days of foreclosure are considered additional loan charge-offs, while after this period, fair value
adjustments are treated as impairment losses and classified as foreclosed property expense. For
other non-real estate foreclosed property we record additional loan charge-offs within 60 days of
foreclosure. The losses reported on Form 10-K page 111 relate only to balances of foreclosed
property held at year end for which impairment was recorded. This also excludes $7.1 million in
foreclosed real estate on hand at year end which did not have any impairment losses in 2010. The
amount of foreclosed property reported in this table is comprised of 27 real estate properties with
a total balance of $4.9 million and one repossessed airplane with a balance of $3.6 million.

As an example, two properties with a total fair value of $4.6 million represented $2.3 million of
the entire write-down noted in the table. One foreclosed asset was an airplane which was
determined to have a fair value of $4.9 million at the foreclosure date of 12/30/09, based on
airplane market data at that time. Due to deteriorating market conditions in 2010, the discovery
of other similar aircraft for sale, and after our 60 day policy noted above, further write-downs of
$1.3 million were required. Note that this airplane was sold in early 2011 for its carrying value
of $3.6 million. Another foreclosed property consisting of undeveloped land for residential lots
was appraised at foreclosure on 3/31/09 at $2.4 million, and the property was written down to this
appraised value through loan charge-off at that time. However, updated appraisal information
obtained in both late 2009 and 2010 showed the property had further deteriorated mainly due to more
stringent appraisal assumptions. As a result, it was appropriate to further write-down this
property, classifying it as foreclosed property expense ($350 thousand in 2009 after the 90 day
period and $1.0 million in 2010).

3

The severe downturn in housing and related slow economy has resulted in much lower values for
foreclosed properties and thus has driven our expenses and losses much higher than our previous
experience four or five years ago. Also it now takes longer to sell such properties than in the
past. The Company’s practice is to obtain updated appraisals on all foreclosed property at least
annually and more often when believed necessary. For the year ended 12/31/10, total realized and
unrealized losses on foreclosed real estate totaled $3.4 million. This represents 27.9% of the
total foreclosed real estate balance at year end.

As stated above, prior to foreclosure, the Company obtains appraisals on loan collateral and
charges down the related loan to fair value less estimated selling costs. Further, in determining
adequate loan loss reserves, the Company uses historical experience, economic factors, experience
with appraisals, and other information suggesting inherent losses within a particular portfolio to
help determine allowance levels. However, the allowance for loan losses is not impacted by future
write-downs in foreclosed property after the stated look back periods of 60 and 90 days, noted
above.

Commitments, Contingencies and Guarantees, page 116

Regarding your request to revise in future filings our disclosure of the two overdraft lawsuits,
attached as Exhibit D is a revised disclosure we believe satisfies the criteria of ASC 450-20-50.

Definitive Proxy Statements on Schedule 14A

Benchmarks, page 18

Yo

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

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

April 21, 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 completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Mark Webb Legal Branch Chief

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    Commerce Bancshares, Inc.

1000 Walnut Street

Post Office Box 419248

Kansas City Missouri 64141-6248

(816) 234-2000

April 13, 2009

By U.S. Mail and Facsimile to: (703) 813-6983

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

File No. 000-02989

Dear Mr. Webb:

We are in receipt of your letter dated April 10, 2009 wherein you have reviewed our response letter
to you dated April 3, 2009 and have asked an additional question regarding our narrative disclosure
in Note 20 to the Consolidated Financial Statements on page 109 of the Form 10-K. In response we
submit the following:

Transactions with Related Persons, page 12 Definitive Proxy Statement

In regards to our narrative disclosure in Note 20, please be advised that for the years 2006
through 2008, Commerce Bancshares (Commerce) leased surface parking lots from Tower Properties
(Tower) and also hired Tower to provide building management services for four office buildings and
related parking garages owned by Commerce in downtown Kansas City, Missouri. Also as previously
discussed, Commerce leased office space in a building owned by Tower for the period January through
April 2006; however the building was sold to an outside party effective May 1, 2006.

The table in Note 20 lists out the payments made to Tower for the services described above. As
described in the table, rent on leased properties includes rent payments for the surface parking
lots and the leased office space for the first four months in 2006. The other categories in the
table, exclusive of the dividends paid on Company stock held by Tower, represent payments to Tower
in connection with their property management services on our four office buildings and related
parking garages. In that regard, fees were paid to Tower as leasing agent for our buildings for
outside tenants. Also in accordance with our contract with Tower, fees are paid to manage our
buildings and parking garages, including staffing, and we pay fees to Tower to manage and oversee
various tenant construction projects that normally occur.

Mr. Mark Webb

United States Securities and Exchange Commission

Division of Corporation Finance

In connection with this response to you, we acknowledge 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.

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

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

April 10, 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 fili ng, related materials and your response letter
dated April 3, 2009 and have the following co mments.  Where indicated, we think your
documents should be revised.  If you disagree, we  will consider your explanation as to why our
comments are inapplicable or a revision is unnecessa ry.  Please be as detailed as necessary in
your explanation.  In your respons e, 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 understand 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 13.  Certain Relationships and Relate d Transactions, and Di rector Independence

Jeffery D. Aberdeen
Commerce Bancshares, Inc.
April 10, 2009 Page 2  Definitive Proxy Statement on Schedule 14A

 Transactions With Related Persons, page 12

 1. We note your response to our prior comment 2.  However, your narrative disclosure in
Note 20 to the Consolidated Financial Statements on page 109 of the Form 10-K seems to imply that during 2007 and 2008, the only paymen ts to Tower Properties Company (other
than dividends paid on stock held by Tower) related to leased surface parking lots.  Please explain the payments described in this  section and shown in the table in Note 20
that do not appear to be related to leased surface parking lots.

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.

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.

Jeffery D. Aberdeen
Commerce Bancshares, Inc. April 10, 2009 Page 3
Please contact Michael Seaman at (202) 551-3366 or me at (202) 551-3698 with any
questions.
Sincerely,

Mark Webb Legal Branch Chief

CORRESP
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corresp

    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

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

CORRESP
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Correspondence - Acceleration

                                February 28, 2007

Via EDGAR Transmission and Facsimile
Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561

     Re:  Commerce Bancshares, Inc.

          Registration Statement on Form S-4

          File No. 333-140475

Dear Mr. Friar:

     Pursuant to Rule 461(a) under the Securities Act of 1933, as amended,
Commerce Bancshares, Inc. (the "company") hereby requests acceleration of the
effective date of the above-referenced registration statement to 5:00 p.m.,
Thursday, March 1, 2007, or as soon thereafter as practicable.

     In accordance with your request in your letter dated February 22, 2007 with
respect to the above-referenced filing, we acknowledge that:

          •    should the Division of Corporation Finance of the Securities and
               Exchange Commission (the "Commission") or the staff, acting
               pursuant to delegated authority, declare the filing effective, it
               does not foreclose the Commission from taking any action with
               respect to the filing;

          •    the action of the Commission or the staff, acting pursuant to
               delegated authority, in declaring the filing effective, does not
               relieve the company from its full responsibility for the adequacy
               and accuracy of the disclosure in the filing; and

          •    the company may not assert this action as defense in any
               proceeding initiated by the Commission or any person under the
               federal securities laws of the United States.

                              www.commercebank.com

Mr. William Friar
February 28, 2007
Page 2

     Please contact the undersigned at (816) 234-2000, if you have any questions
regarding this matter.

                                       Very truly yours,

                                       /s/ Jeffery D. Aberdeen

                                       Jeffery D. Aberdeen, Controller

cc:  Dennis P. Wilbert, Esq.
     C. Bruce Crum, Esq.

CORRESP
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Correspondence

                       BLACKWELL SANDERS PEPER MARTIN LLP
                4801 MAIN STREET SUITE 1000 KANSAS CITY, MO 64112
                   P.O. BOX 219777 KANSAS CITY, MO 64121-6777
                     TEL: (816) 983-8000 FAX: (816) 983-8080
                        WEBSITE: www.blackwellsanders.com

Dennis P. Wilbert                                     DIRECT FAX: (816) 983-8080
DIRECT: (816) 983-8124                     E-MAIL: dwilbert@blackwellsanders.com

                                February 28, 2007

Via EDGAR Transmission
Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561

     Re:  Commerce Bancshares, Inc.
          Form S-4
          Filed on February 6, 2007
          File No. 333-140475

Dear Mr. Friar:

     Per your  conversation with my colleague on February 27, 2006, I am writing
on behalf of  Commerce  Bancshares,  Inc.  (the  "company")  to  supplement  the
information  initially provided in my letter dated February 26, 2007 in response
to the  comments  of the staff (the  "staff")  of the  Division  of  Corporation
Finance of the Securities and Exchange  Commission (the  "Commission") set forth
in your letter dated  February 22,  2007,  with respect to the  above-referenced
filing (the "comment  letter").  This letter is being filed with the  Commission
electronically today.

     To more accurately  describe what  shareholders of South Tulsa will receive
if the transaction is consummated, we have further revised the disclosure on the
cover page of the prospectus and elsewhere  throughout the prospectus to include
a clear and concise  plain English  explanation  of what  shareholders  of South
Tulsa will receive if the transaction is consummated.

     The revised cover page language is as follows:

     The Boards of  Commerce,  CBI-Kansas  and South  Tulsa  have  agreed to the
merger of South Tulsa into CBI-Kansas.  The total merger  consideration value is
estimated  to be  $26,250,000.  If the  merger is  approved,  each  South  Tulsa
shareholder will receive Commerce common stock with a value of $340.54 per share
of South Tulsa common stock. The per share merger consideration will be equal to
$340.54 in Commerce  common stock if the Commerce  stock price is between $45.30
and $50.06. Thus, if the Commerce stock price is within this

  KANSAS CITY, MISSOURI o ST. LOUIS, MISSOURI o OVERLAND PARK, KANSAS o OMAHA, NEBRASKA
SPRINGFIELD, MISSOURI o EDWARDSVILLE, ILLINOIS o WASHINGTON, D.C. o LONDON, UNITED KINGDOM

                         AFFILIATES: LEEDS o MANCHESTER
                       MEMBER OF THE WORLD SERVICES GROUP

Mr. William Friar
February 28, 2007
Page 2

range, each shareholder of South Tulsa will receive between  approximately  6.80
and 7.52 shares of Commerce common stock per share of South Tulsa common stock.

     If the Commerce stock price is less than $45.30,  each shareholder of South
Tulsa will receive  approximately 7.52 shares of Commerce common stock per share
of South Tulsa common stock  (which  results in the value of the Commerce  stock
received  being less than  $340.54).  On the other hand,  if the Commerce  stock
price is greater  than  $50.06,  each  shareholder  of South Tulsa will  receive
approximately  6.80  shares of  Commerce  common  stock per share of South Tulsa
common stock (which  results in the value of the Commerce  stock  received being
more than $340.54).  This result is because the parties agreed not to adjust the
amount of Commerce  common stock received  beyond these limits.  See "What South
Tulsa Shareholders Will Receive in the Merger" on page ___, "Summary--The Merger
Consideration"  on page ___, and "The  Merger--Conversion  of South Tulsa Common
Stock" on page ___.  Commerce  common stock is traded on The Nasdaq Stock Market
under the symbol "CBSH."

     The section of the prospectus  entitled "What South Tulsa Shareholders Will
Receive in the Merger" has been revised as follows:

            WHAT SOUTH TULSA SHAREHOLDERS WILL RECEIVE IN THE MERGER

     The number of shares of Commerce common stock into which one share of South
Tulsa  common  stock  will be  converted  in the merger is  referred  to in this
document as the "merger  consideration." The total merger consideration value is
estimated  to be  $26,250,000.  Shares  of  South  Tulsa  common  stock  will be
converted into merger  consideration  of $340.54 per share of South Tulsa common
stock,  consisting  of shares of Commerce  common stock,  if the Commerce  stock
price (as  determined  under the Agreement and Plan of Merger) is between $45.30
and $50.06.  Thus,  if the  Commerce  stock  price is within  this  range,  each
shareholder  of South Tulsa will  receive  between  approximately  6.80 and 7.52
shares of Commerce common stock per share of South Tulsa common stock.

     If the Commerce  stock price is less than $45.30,  the Commerce stock price
will nevertheless be deemed to be $45.30 and therefore the merger  consideration
will consist of approximately  7.52 shares of Commerce common stock per share of
South Tulsa common stock (which results in the merger  consideration  being less
than $340.54 per share of South Tulsa common stock). If the Commerce stock price
is greater than $50.06,  the Commerce stock price will nevertheless be deemed to
be $50.06 and therefore the merger  consideration  will consist of approximately
6.80  shares of Commerce  common  stock per share of South  Tulsa  common  stock
(which results in the merger  consideration being more than $340.54 per share of
South Tulsa common stock). The last reported sales price on January 30, 2007 for
Commerce  shares as reported by The Nasdaq Stock  Market was $48.99.  You should
obtain current market prices for

Mr. William Friar
February 28, 2007
Page 3

the Commerce common stock. See "Risk Factors" beginning at page __. Please refer
to the table below for an illustration of how the per share merger consideration
will be determined  under the various  possible  Commerce stock price scenarios.
See "Summary--The Merger Consideration" on page ___ and "The  Merger--Conversion
of South Tulsa Common Stock" on page ___.

                Possible Per Share Merger Consideration Scenarios

---------------------------------------- -------------------------------------- --------------------------------------
         Commerce stock price             Per Share Merger Consideration ($)               Exchange Ratio
                                                                                (Shares of Commerce common stock per
                                                                                 share of South Tulsa common stock)
---------------------------------------- -------------------------------------- --------------------------------------
            Less than $45.30                       Less than $340.54                            7.52
---------------------------------------- -------------------------------------- --------------------------------------
            $45.30 - $50.06                             $340.54                              6.80 - 7.52
---------------------------------------- -------------------------------------- --------------------------------------
          Greater than $50.06                    Greater than $340.54                           6.80
---------------------------------------- -------------------------------------- --------------------------------------

     The following  questions and answers  within the section of the  prospectus
entitled  "Questions and Answers About the Merger and the Special  Meeting" have
been revised as follows:

Q:   What will I receive for my South Tulsa common stock?

A:   You will receive merger  consideration with a value of $340.54 per share of
     South Tulsa common stock you hold  immediately  prior to the Effective Time
     (as defined in the Agreement and Plan of Merger).  This amount will consist
     of shares of  Commerce  common  stock with an  approximate  exchange  ratio
     between  6.80 and 7.52 shares of Commerce  common  stock per share of South
     Tulsa common stock.

Q:   Is the per share value of $340.54 fixed?

A:   Only if the Commerce  stock price falls between  $45.30 and $50.06.  If the
     price is above the range, the per share value will be more, and if it falls
     below the range,  the per share value will be less. This occurs because the
     Agreement  and Plan of Merger only adjusts the number of shares of Commerce
     common stock to be issued when the price is between $45.30 and $50.06.  For
     example,  if the Commerce stock price is less than $45.30, each shareholder
     of South Tulsa will receive  approximately  7.52 shares of Commerce  common
     stock per share of South Tulsa common stock (which  results in the value of
     the Commerce stock received being less than $340.54). On the other hand, if
     the Commerce stock price is greater than $50.06,  each shareholder of South
     Tulsa will receive  approximately  6.80 shares of Commerce common stock per
     share of South  Tulsa  common  stock  (which  results  in the  value of the
     Commerce stock  received  being more

Mr. William Friar
February 28, 2007
Page 4

     than  $340.54).  See "What South  Tulsa  Shareholders  Will  Receive in the
     Merger" on page ___, and "Summary - The Merger Consideration" on page ___.

     The section of the prospectus entitled  "Summary--The Merger Consideration"
has been revised as follows:

The Merger Consideration

     As more fully set forth below,  the Agreement and Plan of Merger  provides,
generally,  that each share of South  Tulsa  common  stock,  par value $1.00 per
share,  outstanding  immediately  prior to the Effective Time (as defined in the
Agreement  and Plan of  Merger)  will be  converted  into the  right to  receive
$340.54 of Commerce  common stock,  par value $5.00 per share, in the merger (or
between approximately 6.80 and 7.52 shares of Commerce common stock per share of
South Tulsa common stock). The total merger  consideration value is estimated to
be $26,250,000.

     The Agreement and Plan of Merger  provisions  are intended,  within certain
limits, to adjust the value of the Commerce stock consideration in the merger so
that the total merger  consideration will equal $340.54 of Commerce common stock
per share of South Tulsa common stock (and the exchange ratio of Commerce common
stock per share of South Tulsa common stock will be between  approximately  6.80
and 7.52).  This  adjustment  will occur if the Commerce  stock price is between
$45.30 and $50.06. If the Commerce stock price is less than $45.30, the value of
Commerce stock received will be less than $340.54, and each shareholder of South
Tulsa will receive  approximately 7.52 shares of Commerce common stock per share
of South Tulsa common stock.  On the other hand, if the Commerce  stock price is
greater than $50.06,  the value of Commerce  stock received will be greater than
$340.54,  and each  shareholder of South Tulsa will receive  approximately  6.80
shares of Commerce common stock per share of South Tulsa common stock.  See "The
Merger--Conversion  of South Tulsa Common Stock," beginning at page ___ and "The
Merger--Conversion of South Tulsa Common Stock" on page ___.

     We  have   attached  the  Agreement  and  Plan  of  Merger  to  this  Proxy
Statement/Prospectus  as Appendix A. We encourage  you to read the Agreement and
Plan of Merger as it is the legal document that governs the merger.

     The  following  risk factor within the section of the  prospectus  entitled
"Risk Factors" has been revised as follows:

Mr. William Friar
February 28, 2007
Page 5

Because the Market Price of Commerce  Common Stock Will  Fluctuate,  South Tulsa
Shareholders  Cannot Be Sure of the Value of the Merger  Consideration They Will
Receive.

     Upon completion of the merger,  each share of South Tulsa common stock will
be converted into merger consideration  consisting of $340.54 of Commerce common
stock (or between  approximately  6.80 and 7.52 shares of Commerce  common stock
per share of South Tulsa common stock).  The market value of the Commerce common
stock may vary from the closing  price of Commerce  common  stock on the date we
announced  the merger,  on the date that this document was mailed to South Tulsa
shareholders, on the date of the special meeting of the South Tulsa shareholders
and on the date we complete the merger and thereafter.  While the exchange ratio
will be  appropriately  adjusted if the  Commerce  common stock price is between
$45.30 and $50.06, any change in the market value of Commerce common stock prior
to completion  of the merger  outside of that range will affect the value of the
merger  consideration that South Tulsa shareholders will receive upon completion
of the  merger.  Accordingly,  at the time of the special  meeting,  South Tulsa
shareholders may not know or be able to calculate the market value of the merger
consideration  they would  receive upon  completion  of the merger.  Stock price
changes  may result  from a variety of  factors,  including  general  market and
economic  conditions,   changes  in  South  Tulsa's  and  Commerce's  respective
businesses,  operations and prospects,  and regulatory  considerations.  Many of
these factors are beyond South Tulsa's and Commerce's control. You should obtain
current market  quotations for shares of Commerce common stock and for shares of
South Tulsa common stock.

     The section of the  prospectus  entitled "The  Merger--Conversion  of South
Tulsa Common Stock" has been revised as follows:

Conversion of South Tulsa Common Stock

     South Tulsa shareholders will receive Commerce common stock with a value of
$340.54,  which equates to an exchange  ratio within the range of  approximately
6.80 and 7.52 shares of Commerce  common  stock per share of South Tulsa  common
stock.  The value of Commerce  common  stock that a holder of South Tulsa common
stock  would  receive in an exchange  will vary if the price of Commerce  common
stock  falls  outside  the  range  of  $45.30  and  $50.06  because  the  merger
consideration  is not  further  adjusted  if the  Commerce  stock price is below
$45.30 or above $50.06.

     For example,  if the  Commerce  stock price is below  $45.30,  the value of
Commerce stock received will be less than $340.54, and each shareholder of South
Tulsa will receive  approximately 7.52 shares of Commerce common stock per share
of South Tulsa common stock.  On the other hand, if the Commerce  stock price is
greater than $50.06,  the value of Commerce

Mr. William Friar
February 28, 2007
Page 6

stock received will be greater than $340.54, and each shareholder of South Tulsa
will  receive  approximately  6.80 shares of Commerce  common stock per share of
South Tulsa common stock.

     If between the date of the  Agreement  and Plan of Merger and the Effective
Time, the  outstanding  shares of Commerce  common stock shall have been further
changed into a different number of shares or a different class, by reason of any
issuance  of  common  stock,   recapitalization,   reclassification,   split-up,
combination,  exchange,  readjustment,  reorganization,  merger,  consolidation,
distribution,  stock split, stock or other dividend, or similar transaction, the
Agreement  and Plan of Merger  shall be  adjusted to the extent  appropriate  to
reflect such event.

     If you have any questions regarding any of the foregoing revisions,  please
feel free to call me at 816-983-8124.

                                       Very truly yours,

                                       BLACKWELL SANDERS PEPER MARTIN LLP

                                       By:  /s/ Dennis P. Wilbert
                                          ---

CORRESP
1
filename1.htm

Correspondence

                       BLACKWELL SANDERS PEPER MARTIN LLP
                4801 MAIN STREET SUITE 1000 KANSAS CITY, MO 64112
                   P.O. BOX 219777 KANSAS CITY, MO 64121-6777
                     TEL: (816) 983-8000 FAX: (816) 983-8080
                        WEBSITE: www.blackwellsanders.com

Dennis P. Wilbert                                     DIRECT FAX: (816) 983-8080
DIRECT: (816) 983-8124                     E-MAIL: dwilbert@blackwellsanders.com

                                February 26, 2007

Via EDGAR Transmission
Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561

     Re:  Commerce Bancshares, Inc.
          Form S-4
          Filed on February 6, 2007
          File No. 333-140475

Dear Mr. Friar:

     On behalf of Commerce Bancshares, Inc. (the "company"), I am writing to
respond to the comments of the staff (the "staff") of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Commission")
set forth in your letter dated February 22, 2007, with respect to the
above-referenced filing (the "comment letter"). This letter and an amendment to
the registration statement referenced above are being filed with the Commission
electronically today.

     For ease of reference, each of the staff's comments is reproduced below in
its entirety in bold, followed by the corresponding response.

Comments pertaining to the prospectus

1.   On the cover page, please explain in clear and concise plain English what
     shareholders of South Tulsa will receive if the transaction is consummated.

Response: We have revised the disclosure on the cover page of the prospectus to
include a clear and concise plain English explanation of what shareholders of
South Tulsa will receive if the transaction is consummated. The revised language
is as follows:

   KANSAS CITY, MISSOURI o ST. LOUIS, MISSOURI o OVERLAND PARK, KANSAS o OMAHA, NEBRASKA
SPRINGFIELD, MISSOURI o EDWARDSVILLE, ILLINOIS o WASHINGTON, D.C. o LONDON, UNITED KINGDOM

                              AFFILIATES: LEEDS o MANCHESTER
                            MEMBER OF THE WORLD SERVICES GROUP

Mr. William Friar
February 26, 2007
Page 2

     The Boards of Commerce, CBI-Kansas and South Tulsa have agreed to the
merger of South Tulsa into CBI-Kansas. The total merger consideration value is
estimated to be $26,250,000. If the merger is approved, each South Tulsa
shareholder will receive Commerce common stock with a value of approximately
$340.54 per share of South Tulsa common stock. The per share merger
consideration will be equal to $340.54 in Commerce common stock if the Commerce
stock price is between $45.30 and $50.06. If the Commerce stock price is less
than $45.30, the value of the Commerce stock received will be less than $340.54.
On the other hand, if the Commerce stock price is greater than $50.06, the value
of the Commerce stock received will be greater than $340.54. This result is
because the parties agreed not to adjust the amount of Commerce common stock
received beyond these limits. Therefore, you may receive less value if the
Commerce common stock is less than $45.30 or more value if the Commerce common
stock is greater than $50.06. See "What South Tulsa Shareholders Will Receive in
the Merger" on page ___, and "Summary - The Merger Consideration" on page ___.
Commerce common stock is traded on The Nasdaq Stock Market under the symbol
"CBSH."

2.   During my screening of your document, I did not see the information
     required by Item 3(f) of Form S-4. Please include that information in the
     prospectus.

Response: We have revised the disclosure in the prospectus to include the
information required by Item 3(f) of Form S-4 as follows:

                      COMPARATIVE UNAUDITED PER SHARE DATA

   The following table sets forth per share data of:

   •  Commerce on a historical basis.

   •  South Tulsa on a historical basis.

   •  Commerce and South Tulsa combined on a pro forma basis.

   •  Commerce and South Tulsa combined on a pro forma basis stated on an
      equivalent South Tulsa basis.

     The table below should be read in conjunction with the historical financial
statements and notes thereto for Commerce incorporated by reference into this
Proxy Statement/Prospectus and the selected financial date for South Tulsa
contained herein.

Mr. William Friar
February 26, 2007
Page 3

     Pursuant to the Agreement and Plan of Merger, Commerce has agreed to pay
Commerce common stock with a value of $340.54 for each outstanding share of
South Tulsa common stock. The exchange ratio is based on a ten-day average
closing price of Commerce common stock as reported on the Nasdaq Stock Market
with limits such that it can be no higher than $50.06 nor lower than $45.30.
Thus, the actual price may vary from $340.54 per South Tulsa common share to the
extent the Commerce common stock price falls outside those limits. For purposes
of the pro forma and equivalent pro forma calculations, it has been assumed that
at the Effective Time there will be 77,083 shares of South Tulsa common stock
outstanding (assuming all options to purchase shares of South Tulsa common stock
are exercised prior to the Effective Time and that certain holders of options
use shares of South Tulsa common stock to pay the exercise price of such
options), and the Commerce common stock price will be $48.43 (the closing
Commerce common stock price on December 1, 2006, the business day prior to the
announcement of the Agreement and Plan of Merger). Based on these assumptions,
the pro forma per share amounts assume an exchange ratio of 7.03 shares of
Commerce common stock for each share of South Tulsa common stock. This exchange
ratio has been used to calculate the South Tulsa equivalent pro forma per share
information below. See "The Merger - Conversion of South Tulsa Common Stock" on
page ___.

                                                    Historical                            Equivalent
                                                              South        Pro Forma       Pro Forma
                                               Commerce       Tulsa        Commerce       South Tulsa
Diluted income per common share:
 Twelve months ended:
 December 31, 2005.......................     $    3.01    $   14.53       $   3.00        $   21.09
 Nine months ended:
 September 30, 2006......................     $    2.29    $   15.13       $   2.28        $   16.03
Cash dividends paid per share:
 Twelve months ended:
 December 31, 2005.......................     $   0.871    $   0.000       $  0.871        $    6.12
 Nine months ended:
 September 30, 2006......................     $   0.700    $   0.000       $  0.700        $    4.92
Book value per common share:
 December 31, 2005.......................     $   18.85    $  153.75       $  19.07        $  134.06
 September 30, 2006......................     $   20.55    $  169.57       $  20.76        $  145.94

Mr. William Friar
February 26, 2007
Page 4

     If you have any questions regarding any of the responses, please feel free
to call me at 816-983-8124.

                                       Very truly yours,

                                       BLACKWELL SANDERS PEPER MARTIN LLP

                                       By:      /s/ Dennis P. Wilbert
                                          --------------------------------------
                                                Dennis P. Wilbert

cc:  Daniel J. Stinnett, Esq.
     C. Bruce Crum, Esq.

Mail Stop 4569

Via U.S. Mail and Facsimile to (816) 983-8080
                                                          February 22, 2007

  J. Daniel Stinnett, Esq. Vice President, Secretary and General Counsel Commerce Bancshares, Inc. 1000 Walnut Kansas City, Missouri 64141
RE:     Commerce Bancshares, Inc.
            Form S-4
Filed on February 6, 2007
            File Number 333-140475

Dear Mr. Stinnett:
I have reviewed your document and have the following comments.   I have
restricted my review to the description of the consideration to be received by
shareholders of South Tulsa Financial Cor poration and to the equivalent per share
information required by Item 3(f) of the form .  Where indicated, I th ink you should revise
your document in response to these comments.   If you disagree, I will consider your
explanation as to why my comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanation.
The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to e nhance the overall disclosure in your filing.  I
look forward to working with you in these respects.  I welcome any questions you may have about my comments or a ny other aspect of my review.  Feel free to call me at the
telephone number listed at the end of this letter.

J. Daniel Stinnett, Esq., Vice Presi dent, Secretary and General Counsel
Commerce Bancshares, Inc.
Page 2

Comments pertaining to the prospectus

1. On the cover page, please explain in clear and concise plain English what
shareholders of South Tulsa will recei ve if the transaction is consummated.

2. During my screening of your document, I did not see the information required
by Item 3(f) of Form S-4.  Please incl ude that information in the prospectus.

      *   *   *   *   *
Closing Comments

As appropriate, please amend your filing and respond to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review by
showing deleted sections as strikethrough and added sections as underlining.  Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested supplemental info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

J. Daniel Stinnett, Esq., Vice Presi dent, Secretary and General Counsel
Commerce Bancshares, Inc.
Page 3

• the company may not assert this action as  defense in any proceeding initiated by
the Commission or any person under the fe deral 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 staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

            If you have any questions regard ing this letter, please f eel free to contact me at
202-551-3418.

Sincerely,

William Friar Senior Financial Analyst

cc:  Dennis P. Wilbert, Esq.  Blackwell Sanders Peper Martin LLP  4801 Main, Suite 1000  Kansas City, Missouri 64112  Fax number 816 983-8080   C. Bruce Crum, Esq.  McAfee& Taft  Tenth Floor, Two Leadership Square  211 North Robinson  Oklahoma City, Oklahoma 73102