COMMERCE BANCSHARES INC /MO/ — Director's Dealing 2004

Jan 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCE BANCSHARES INC /MO/ (CBSH)
CIK: 0000022356
Period of Report: 2004-01-21

Reporting Person: KEMPER DAVID W (Director, Chairman of the Board, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-21	Common Stock	M	5233	$22.194	Acquired	969506	Direct
2004-01-21	Common Stock	F	2386	$48.67	Disposed	967120	Direct
2004-01-21	Common Stock	M	67540	$33.4553	Acquired	1034660	Direct
2004-01-21	Common Stock	F	6850	$48.67	Disposed	1027810	Direct
2004-01-21	Common Stock	F	46427	$48.67	Disposed	981383	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	Employee Stock Option (right to buy)	$22.194	M	5233	Disposed	2007-02-04	Common Stock (5233)	Direct
2004-01-21	Stock Option (right to buy)	$33.4553	M	67540	Disposed	2008-02-05	Common Stock (67540)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10402	Indirect
Common Stock	1461	Indirect
Common Stock	18125	Indirect
Common Stock	18129	Indirect
Common Stock	5598	Indirect
Common Stock	18129	Indirect
Common Stock	2303208	Indirect
Common Stock	37998	Indirect
Common Stock	136699	Indirect
Common Stock	18117	Indirect