COMMERCE BANCSHARES INC /MO/ — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCE BANCSHARES INC /MO/ (CBSH)
CIK: 0000022356
Period of Report: 2006-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-17	Common Stock	A	3730	—	Acquired	1062618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Stock Appreciation Rights	$51.95	A	85000	Acquired	2016-02-17	Common Stock (85000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1569	Indirect
Common Stock	19982	Indirect
Common Stock	9992	Indirect
Common Stock	9993	Indirect
Common Stock	6407	Indirect
Common Stock	19986	Indirect
Common Stock	2102696	Indirect
Common Stock	41891	Indirect
Common Stock	150709	Indirect
Common Stock	19973	Indirect

Footnotes

F1: Restricted stock award.

F2: The stock appreciation right vests in four equal annual installments beginning on February 17, 2007.