COMMERCE BANCSHARES INC /MO/ — Director's Dealing 2003

Aug 6, 2003

SEC Form 5/A — Form 5/A

Issuer: COMMERCE BANCSHARES INC /MO/ (CBSH)
CIK: 0000022356
Period of Report: 2002-12-31

Reporting Person: KEMPER DAVID W (Director, Chairman, CEO, and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2002-01-01	Common Stock	A	588	—	Acquired	5198	Indirect
2002-09-27	Common Stock	A	19	$38.9	Acquired	5217	Indirect
2002-12-13	Common Stock	A	20	$39.69	Acquired	5237	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	916939	Direct
Common Stock	36189	Indirect
Common Stock	2193532	Indirect

Footnotes

F1: The reporting person acquired ownership of these shares on various dates prior to January 1, 2002, pursuant to the Issuer's Executive Incentive Compensation Plan.

F2: Shares acquired as a result of the reinvestment of cash dividends under the Issuer's Executive Incentive Compensation Plan.

F3: This amount includes the correction of 903,432 shares held in a revocable trust which were previously reported as held indirectly, and are now being reported as held directly. Also included are 13,507 shares acquired under the Issuer's Restricted Stock Plan and held directly. The change in the number of shares held directly is due to a change in the manner of reporting and there has been no economic change that has taken place.

F4: The reporting person is filing this amended Form 5 pursuant to a review of reporting procedures in which the reporting person and the Issuer determined that shares held by certain family trusts and other entities are attributable to the reporting person for Section 16 purposes. The reporting person disclaims beneficial ownership of these shares, which are not subject to the matching provisions of Section 16(b). Please note that these shares are not deemed to be beneficially owned for the purpose of reporting stock ownership in the Issuer's proxy statement.