COMERICA INC — Director's Dealing 2003

Mar 12, 2003

4 1 k75401ge4.htm STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP e4 PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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)
Fulton, Michael J. (Last) (First) (Middle)		Comerica Incorporated (CMA)
Comerica Bank-California 333 W. Santa Clara Street (Street)	4.	Statement for Month/Day/Year			5.	If Amendment, Date of Original (Month/Day/Year)
		March 7, 2003
	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check
Applicable Line)
San Jose, CA 95113 (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)
			President and CEO, Comerica Bank-California

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 Date (Month/Day/Year)	Deemed Execution Date, if any (Month/Day/Year)	Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Sec- urities Beneficially Owned Following Reported Trans- action(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	3/7/03	3/10/03	A		954	A	40.35	36,317(1)	D
Common Stock								7,454(2)	I	401(k) Plan

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	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)	$18.00
Employee Stock Option (Right to Buy)	$18.59
Employee Stock Option (Right to Buy)	$25.42
Employee Stock Option (Right to Buy)	$40.25
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

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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)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
(3)	4/19/2004	Common Stock	9,488	9,488
(4)	4/18/2005	Common Stock	13,500	13,500
(5)	4/14/2006	Common Stock	12,000	12,000
(6)	4/20/2007	Common Stock	15,000	15,000
(7)	3/20/2008	Common Stock	25,000	25,000
(8)	3/19/2009	Common Stock	25,000	25,000
(9)	3/17/2010	Common Stock	18,000	18,000
(10)	5/2/2011	Common Stock	16,200	16,200
(11)	4/17/2012	Common Stock	25,800	25,800

Explanation of Responses:

(1) Shares acquired under a three-year incentive plan. Includes shares acquired in the Corporation's employee stock purchase plan and pursuant to the Corporation's other stock plans as of December 31, 2002. (2) As of December 31, 2002. (3) These options vested in four equal annual installments beginning on January 20, 1995. (4) These options vested in four equal annual installments beginning on January 19, 1996. (5) These options vested in four equal annual installments beginning on January 17, 1997. (6) These options vested in four equal annual installments beginning on January 20, 1998. (7) These options vested in four equal annual installments beginning on January 15, 1999. (8) These options vested in four equal annual installments beginning on January 14, 2000. (9) These options vested in four equal annual installments beginning on January 19, 2001. (10) These options vested in four equal annual installments beginning on January 22, 2002. (11) These options vested in four equal annual installments beginning on January 21, 2003.

Carol H. Rodriguez, on behalf of J. Michael Fulton	March 11, 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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