COMERICA INC — Director's Dealing 2003

Apr 21, 2003

4 1 k76326ke4.htm STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP e4 PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

1.	2.	Issuer Name and Ticker or Trading Symbol				I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
Johnson, Thomas R.		Comerica Incorporated (CMA)
Comerica Incorporated 500 Woodward Ave Mail Code 3365	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
		April 17, 2003
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Detroit, MI 48275 (City) (State) (Zip)		o	Director	o	10% Owner	x	Form filed by One Reporting Person
		x	Officer (give title below)			o	Form filed by More than One Reporting Person
		o	Other (specify below)
			Executive Vice President

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see instruction 4(b)(v).

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Title of Security (Instr. 3)	Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Securities Beneficially Owned Following Reported Transactions(s) (Instr. 3 and 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
	Code	V	Amount	(A) or (D)	Price
Common Stock						69,399 (1)	D
Common Stock						727 (2)	I	by 401(k) plan

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
			Code	V	(A)	(D)
Employee Stock Option (Right to Buy)	$71.58
Employee Stock Option (Right to Buy)	$66.81
Employee Stock Option (Right to Buy)	$41.50
Employee Stock Option (Right to Buy)	$51.43
Employee Stock Option (Right to Buy)	$63.20
Employee Stock Option (Right to Buy)	$40.32	4/17/2003	A		21,000

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
(3)	3/20/2008	Common Stock	14,000	14,000	D
(4)	3/19/2009	Common Stock	17,500	17,500	D
(5)	3/17/2010	Common Stock	16,225	8,113	D
(6)	4/30/2011	Common Stock	14,500	14,500	D
(7)	4/17/2012	Common Stock	24,000	24,000	D
(8)	4/17/2013	Common Stock	21,000	21,000	D

Explanation of Responses:

(1) Includes shares held in the Thomas Johnson Living Trust. This number also includes shares purchased under the CMA dividend reinvestment plan and shares acquired through employee stock plans as of March 26, 2003.

(2) As of March 26, 2003.

(3) The option vests in four equal annual installments beginning on January 15, 1999.

(4) The option vests in four equal annual installments beginning on January 14, 2000.

(5) The option vests in four equal annual installments beginning on January 19, 2001.

(6) The option vests in four equal annual installments beginning on January 22, 2002.

(7) The option vests in four equal annual installments beginning on January 21, 2003.

(8) The option vests in four equal annual installments beginning on January 27, 2004.

Carol H. Rodriguez, on behalf of Thomas R. Johnson	4/18/2003
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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