COMMERCE BANCSHARES INC /MO/ — Director's Dealing 2005

Feb 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCE BANCSHARES INC /MO/ (CBSH)
CIK: 0000022356
Period of Report: 2005-01-28

Reporting Person: MATTHEWS ROBERT C JR (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-28	Common Stock	A	683	—	Acquired	26045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-28	Non-Qualified Stock Option (right to buy)	$47.16	A	14000	Acquired	2015-01-28	Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16461	Indirect

Footnotes

F1: Award of stock pursuant to Commerce Bancshares, Inc. Restricted Stock Plan.

F2: The option vests in four equal annual installments beginning on January 28, 2005.