<PAGE> 1


                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                       For Quarter Ended June 30, 2001
                       -------------------------------

                        Commission File Number 0-18261
                           TOWER PROPERTIES COMPANY
                           ------------------------
            (Exact name of registrant as specified in its charter)



                    Missouri                       (43-1529759)
            ------------------------             ----------------
            (State of incorporation)             (IRS tax number)

 Suite 100,   911 Main Street,          Kansas City, Missouri       64105
 ---------------------------------------------------------------------------
 (Address of principal executive offices)                          Zip Code

                                (816) 421-8255
             ----------------------------------------------------
             (Registrant's telephone number, including area code)


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
the filing requirements for the past 90 days.
Yes   X           No
-------------     ---------------

      Indicate the number of shares outstanding of each of the issuer's
classes of common stock, at the close of the period covered by this report.

                         179,811 shares of common stock
                         ------------------------------
                   $1.00 par value per share, at July 16, 2001



<PAGE>
<PAGE> 2

                                     INDEX

                                                                       Page
PART I      FINANCIAL INFORMATION


ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS:
            Consolidated Balance Sheets                                  3
            Consolidated Statements of Income - Six months               4
            Consolidated Statements of Comprehensive Income              5
            Consolidated Statements of Income - Three months             6
            Consolidated Statements of Cash Flow                         7

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS
              OF OPERATIONS                                             12

PART II     OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS                                           15
ITEM 2.     CHANGES IN SECURITIES                                       15
ITEM 3.     DEFAULTS UPON SENIOR SECURITIES                             15
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         15
ITEM 5.     OTHER INFORMATION                                           16
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                            16

SIGNATURES                                                              17

                                       2


<PAGE>
<PAGE> 3

PART I - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
                                       TOWER PROPERTIES COMPANY
                                     CONSOLIDATED BALANCE SHEETS
                                 JUNE 30, 2001 AND DECEMBER 31, 2000

<CAPTION>
                                                                (UNAUDITED)
                                                                    2001                     2000
                                                              ---------------          ---------------
<S>                                                            <C>                      <C>
ASSETS
Investment in Commercial Properties:
   Rental Property, Net                                        $  73,332,973            $  85,259,683
   Tenant Leasehold Improvements, Net                              3,776,279                4,187,153
   Equipment and Furniture, Net                                    4,003,791                3,673,331
   Construction in Progress                                          764,361                  797,022
                                                              ---------------          ---------------
      Commercial Properties, Net                                  81,877,404               93,917,189

Real Estate Held for Sale                                            472,658                  396,453

Cash and Cash Equivalents                                          3,993,952                  160,510
Investments At Market (Related Party)                              4,357,410                5,018,698
Receivables                                                        1,945,976                1,935,587
Income Taxes Recoverable                                                  --                  524,446
Prepaid Expenses and Other Assets                                    925,941                1,011,633
                                                              ---------------          ---------------

         TOTAL ASSETS                                          $  93,573,341            $ 102,964,516
                                                              ===============          ===============

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Liabilities:
   Mortgage Notes                                              $  51,820,428            $  45,786,799
   Real Estate Bond Issue                                          6,400,000                6,400,000
   Line of Credit (Related Party)                                         --               16,339,616
   Accounts Payable and Other Liabilities                          2,451,459                2,193,047
   Deferred Income Taxes                                           2,583,233                2,841,135
   Income Taxes Payable                                              113,112                       --
                                                              ---------------          ---------------

         Total Liabilities                                        63,368,232               73,560,597

Commitments and Contingencies

Preferred Stock, No Par Value
  Authorized 60,000 Shares, None Issued                                   --                       --

Stockholders' Investment:
   Common Stock, Par Value $1.00
     Authorized 1,000,000 Shares, Issued
      183,430 Shares                                                 183,430                  183,430
   Paid-In Capital                                                18,477,498               18,477,498
   Retained Earnings                                               9,970,575                8,563,502
   Other Comprehensive Income                                      2,131,262                2,534,648
                                                              ---------------          ---------------
                                                                  30,762,765               29,759,078
   Less Treasury Stock, At Cost (3,647 and
     2,350 shares in 2001 and 2000, respectively)                   (557,656)                (355,159)
                                                              ---------------          ---------------
    Total Stockholders' Investment                                30,205,109               29,403,919
                                                              ---------------          ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT                 $  93,573,341            $ 102,964,516
                                                              ===============          ===============

                   See accompanying notes to the consolidated financial statements.
</TABLE>


                                      3


<PAGE>
<PAGE> 4

<TABLE>
                                          TOWER PROPERTIES COMPANY
                                     CONSOLIDATED STATEMENTS OF INCOME
                          FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000
                                                (UNAUDITED)
<CAPTION>
                                                                                                  INCREASE
                                                                2001              2000           (DECREASE)
                                                           --------------    --------------    --------------
<S>                                                         <C>               <C>               <C>
REVENUES
   Rent                                                     $ 10,549,762      $  9,006,048      $  1,543,714
   Rent, Related Party                                           857,585           846,063            11,522
   Management and Service Fees                                       520             3,098            (2,578)
   Management and Service Fees, Related Party                    448,212           305,368           142,844
   Gain on Sale of Real Estate                                   365,485                --
   Interest and Other Income                                     170,687           243,747           (73,060)
                                                           --------------    --------------    --------------
         Total Revenues                                       12,392,251        10,404,324         1,987,927
                                                           --------------    --------------    --------------

OPERATING EXPENSES
   Operating Expenses                                          1,901,563         1,797,344           104,219
   Maintenance and Repairs                                     1,982,692         2,315,157          (332,465)
   Depreciation and Amortization                               2,226,972         2,242,536           (15,564)
   Taxes Other than Income                                       878,840           826,204            52,636
   General, Administrative and Other                             672,835           536,850           135,985
                                                           --------------    --------------    --------------
         Total Operating Expenses                              7,662,902         7,718,091           (55,189)

OTHER EXPENSE
   Interest (Including Related Party)                          2,422,673         2,125,862           296,811
                                                           --------------    --------------    --------------

      Income Before Provision for Income Taxes                 2,306,676           560,371         1,746,305

PROVISION FOR INCOME TAXES                                       899,603           218,545           681,058
                                                           --------------    --------------    --------------

NET INCOME                                                  $  1,407,073      $    341,826      $  1,065,247
                                                           ==============    ==============    ==============

Earnings Per Share:
   Basic                                                    $       7.82      $       1.87
                                                           ==============    ==============
   Diluted                                                  $       7.82      $       1.87
                                                           ==============    ==============
Weighted Average Common Shares Outstanding:
   Basic                                                         179,966           182,061
                                                           ==============    ==============
   Diluted                                                       179,983           182,061
                                                           ==============    ==============

                      See accompanying notes to the consolidated financial statements.
</TABLE>


                                      4


<PAGE>
<PAGE> 5

<TABLE>
                                       TOWER PROPERTIES COMPANY
                           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000
                                              UNAUDITED

<CAPTION>
                                                                      2001                    2000
                                                                 -------------           -------------
<S>                                                               <C>                     <C>
NET INCOME                                                        $ 1,407,073             $   341,826

Unrealized holding losses on marketable
equity securities arising during the period                          (661,288)               (463,914)

Deferred income tax benefit                                           257,902                 180,926
                                                                 -------------           -------------

Comprehensive income                                              $ 1,003,687             $    58,839
                                                                 =============           =============

                   See accompanying notes to the consolidated financial statements.
</TABLE>


                                      5


<PAGE>
<PAGE> 6

<TABLE>
                                       TOWER PROPERTIES COMPANY
                                  CONSOLIDATED STATEMENTS OF INCOME
                      FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000
                                             (UNAUDITED)

<CAPTION>
                                                                      2001                    2000
                                                                 -------------           -------------
<S>                                                               <C>                     <C>
REVENUES
   Rent                                                           $ 5,246,088             $ 4,528,166
   Rent, Related Party                                                429,237                 423,918
   Management and Service Fees                                            220                   2,903
   Management and Service Fees, Related Party                         252,087                 188,458
   Gain on Sale of Real Estate                                        365,485                      --
   Interest and Other Income                                          102,033                  87,999
                                                                 -------------           -------------
         Total Revenues                                             6,395,150               5,231,444
                                                                 -------------           -------------

OPERATING EXPENSES
   Operating Expenses                                                 934,322                 859,598
   Maintenance and Repairs                                          1,057,314               1,397,528
   Depreciation and Amortization                                    1,115,250               1,119,411
   Taxes Other than Income                                            434,829                 413,102
   General, Administrative and Other                                  371,923                 278,901
                                                                 -------------           -------------
         Total Operating Expenses                                   3,913,639               4,068,540

OTHER EXPENSE
   Interest (Including Related Party)                               1,183,578               1,046,912
                                                                 -------------           -------------

      Income Before Provision for Income Taxes                      1,297,933                 115,992

PROVISION FOR INCOME TAXES                                            506,194                  45,238
                                                                 -------------           -------------

NET INCOME                                                        $   791,739             $    70,754
                                                                 =============           =============

Earnings Per Share:
   Basic                                                          $      4.40             $      0.39
                                                                 =============           =============
   Diluted                                                        $      4.40             $      0.39
                                                                 =============           =============

Weighted Average Common Shares Outstanding:
   Basic                                                              179,803                 181,287
                                                                 =============           =============
   Diluted                                                            179,837                 181,287
                                                                 =============           =============

                   See accompanying notes to the consolidated financial statements.
</TABLE>


                                      6


<PAGE>
<PAGE> 7

<TABLE>
                                       TOWER PROPERTIES COMPANY
                                 CONSOLIDATED STATEMENTS OF CASH FLOW
                       FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000
                                             (UNAUDITED)

<CAPTION>
                                                                      2001                    2000
                                                                 -------------           -------------
<S>                                                               <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                     $ 1,407,073             $   341,826
   Adjustments to Reconcile Net Income to Net Cash
      Provided by Operating Activities:
         Depreciation                                               1,618,695               1,540,596
         Amortization                                                 608,277                 701,940
         Gain on Sale of Real Estate                                 (365,485)                     --
         Treasury Shares Issued to Directors                               --                   7,536
   Change in Balance Sheet Accounts, Net:
         Account Receivable                                           (10,389)                376,821
         Prepaid Expenses and Other Assets                             55,352                  19,935
         Accounts Payable and Other Liabilities                       258,412                  93,538
         Current Income Taxes                                         637,558                 111,545
                                                                 -------------           -------------
Net Cash Provided by Operating Activities                           4,209,493               3,193,737
                                                                 -------------           -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net Change in Construction in Progress                              32,661                (322,828)
   Proceeds from Sale of Real Estate                               11,500,000                      --
   Additions to Equipment & Furniture, Net                           (950,915)               (229,355)
   Additions to Rental Income Property, Net                           (99,191)                 (6,203)
   Additions to Leasehold Improvements, Net                          (163,775)                (18,327)
   Additions to Real Estate Held for Sale                             (76,205)                     --
                                                                 -------------           -------------
Net Cash (Used in) Provided by Investing Activities                10,242,575                (576,713)
                                                                 -------------           -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal Payments on Mortgage Notes                              (982,371)               (872,531)
   Proceeds from Mortgage Notes                                     7,016,000                      --
   Net Change in Line of Credit                                   (16,339,616)             (1,199,030)
   Purchase of Treasury Stock                                        (202,497)               (600,017)
   Additions to Loan Costs                                           (110,142)                     --
                                                                 -------------           -------------
Net Cash Used in Financing Activities                             (10,618,626)             (2,671,578)
                                                                 -------------           -------------

NET INCREASE (DECREASE) IN CASH                                     3,833,442                 (54,554)

CASH and CASH EQUIVALENTS, Beginning of Period                        160,510                 145,362
                                                                 -------------           -------------
CASH and CASH EQUIVALENTS, End of Period                          $ 3,993,952             $    90,808
                                                                 =============           =============

                   See accompanying notes to the consolidated financial statements.
</TABLE>


                                      7


<PAGE>
<PAGE> 8

                   TOWER PROPERTIES COMPANY AND SUBSIDIARIES
                FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

1.    The consolidated financial statements included herein have been
prepared by Tower Properties Company (the Company) and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair presentation of the results for the
interim periods.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America ("GAAP") have
been condensed or omitted, although the Company believes that the disclosures
are adequate to make the information presented not misleading.  It is
suggested that these condensed financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included in
the Company's latest annual report on Form 10-K as of and for the year ended
December 31, 2000.
      The Company is primarily engaged in owning, developing, leasing and
managing real property located in Johnson County, Kansas and Clay, Jackson
and St. Louis County, Missouri. Substantially all of the improved real estate
owned by the Company and its subsidiaries consists of office buildings,
apartment complexes, a warehouse and a warehouse/office facility, parking
facilities and land held for future sales.

2.    Rental revenue is recognized on a straight-line basis over the term of
individual leases.

3.    Interest of $7,892 and $23,946 was capitalized during the first six
months of 2001 and 2000, respectively.  Interest of $0 and $23,946 was
capitalized during the three months ended June 30, 2001 and 2000,
respectively.

4.    Interest paid during the six months of 2001 and 2000 for long-term
mortgages amounted to $1,925,719 and $1,855,068, respectively.  Interest paid
to related party was $380,802 and $175,495 for the first six months of 2001
and 2000, respectively.  Income taxes paid during the first six months of
2001 and 2000 amounted to $752,000 and $107,000, respectively.

5.      Under SFAS No. 115, the investment in Commerce Bancshares, Inc.
common stock is classified as "available for sale", and is recorded at fair
value.  The unrealized gain of $3,493,873 net of tax effects of $1,362,611 is
reflected as a separate component of equity.  There was a decrease in the net
unrealized holding gain for the six months from January 1, 2001 to June 30,
2001, of $403,386, net of deferred taxes, and a decrease in the net
unrealized holding gain of $25,211, net of deferred taxes, for the three
months from April 1, 2001 to June 30, 2001.


                                       8


<PAGE>
<PAGE> 9

6.  COMMITMENTS AND CONTINGENCIES:

      Congress passed the Americans With Disabilities Act (the Act) of 1990
which became effective January 26, 1992.  The Act contains provisions for
building owners to provide persons with disabilities with accommodations and
access equal to, or similar to, that available to the general public.
Management cannot estimate the eventual impact of the Act on the financial
condition of the Company since certain provisions of the Act are open to
interpretation.  The Company is implementing the requirements of the Act that
are readily achievable and will not constitute an undue burden on the
Company.
      Due to governmental regulations regarding asbestos and the uncertainty
surrounding the advantages and disadvantages of asbestos removal, Tower
Properties Company will continue to monitor the status of asbestos in its
commercial office buildings and will take appropriate action when required.
The cost to remove all asbestos from properties owned by the Company cannot
be determined; however, these removal costs could have a significant adverse
impact on the future operations and liquidity of Tower Properties Company.

7.  SALE OF PROPERTY:

      On June 20, 2001, the Company sold the Tower Garage to CB Building
Corporation, a subsidiary of Commerce Bancshares, Inc., for $11,500,000.  The
transaction resulted in an approximate gain of $365,000.  Proceeds of the sale
were used to pay off the line of credit and the balance is has been invested
in short-term investments.


                                       9


<PAGE>
<PAGE> 10

8.  BUSINESS SEGMENTS

The Company groups its operations into three business segments, commercial
office, apartments, and parking.  The Company's business segments are
separate business units that offer different real estate services.  The
accounting policies for each segment are the same as those described in the
summary of significant accounting policies.

Following is information for each segment for the six months ended June 30,
2001 and 2000:

<TABLE>
<CAPTION>
                                             -------------------------------------------------------------------------
                                                                            JUNE 30, 2001
                                             -------------------------------------------------------------------------
                                               COMMERCIAL                                    CORPORATE
                                                 OFFICE        APARTMENTS      PARKING       AND OTHER        TOTAL
                                             -------------    ------------   -----------    -----------   ------------
<S>                                          <C>             <C>             <C>            <C>           <C>
REVENUE FROM EXTERNAL CUSTOMERS               $ 6,984,739      3,221,930      1,162,450      1,023,132     12,392,251

INTEREST EXPENSE                                1,167,147        762,516        132,694        360,316      2,422,673

DEPRECIATION AND AMORTIZATION                   1,191,036        607,967        192,782        235,187      2,226,972

SEGMENT INCOME BEFORE TAX                       1,415,714        372,913        427,819         90,230      2,306,676

CAPITAL EXPENDITURES BY SEGMENT                 1,010,192        149,825             --        130,069      1,290,086

IDENTIFIABLE SEGMENT ASSETS                    55,760,033     26,121,291      2,019,595      9,672,422     93,573,341





<CAPTION>
                                             -------------------------------------------------------------------------
                                                                            JUNE 30, 2000
                                             -------------------------------------------------------------------------
                                               COMMERCIAL                                    CORPORATE
                                                 OFFICE        APARTMENTS      PARKING       AND OTHER        TOTAL
                                             -------------    ------------   -----------    -----------   ------------
<S>                                          <C>             <C>             <C>            <C>           <C>
REVENUE FROM EXTERNAL CUSTOMERS               $ 5,959,976      3,093,448        733,988        616,912     10,404,324

INTEREST EXPENSE                                  865,003        799,489        147,388        313,982      2,125,862

DEPRECIATION AND AMORTIZATION                   1,272,720        620,250        181,189        168,377      2,242,536

SEGMENT INCOME (LOSS) BEFORE TAX                  985,101        126,490       (352,757)      (198,463)       560,371

CAPITAL EXPENDITURES BY SEGMENT                    93,557        138,083         11,461         10,784        253,885

IDENTIFIABLE SEGMENT ASSETS                    38,810,844     26,433,037     11,591,738     14,006,655     90,842,274


</TABLE>
                                       10


<PAGE>
<PAGE> 11

Following is information for each segment as of and for the three months
ended June 30, 2001 and 2000:


<TABLE>
<CAPTION>
                                             -------------------------------------------------------------------------
                                                                            JUNE 30, 2001
                                             -------------------------------------------------------------------------
                                               COMMERCIAL                                    CORPORATE
                                                 OFFICE        APARTMENTS      PARKING       AND OTHER        TOTAL
                                             -------------    ------------   -----------    -----------   ------------
<S>                                          <C>             <C>             <C>            <C>           <C>
REVENUE FROM EXTERNAL CUSTOMERS               $ 3,468,836      1,617,625        761,530        547,158      6,395,150

INTEREST EXPENSE                                  578,049        379,236         58,533        167,760      1,183,578

DEPRECIATION AND AMORTIZATION                     601,419        306,053         89,900        117,879      1,115,250

SEGMENT INCOME (LOSS) BEFORE TAX                  718,765        149,712        390,819         38,637      1,297,933

CAPITAL EXPENDITURES BY SEGMENT                   230,457        107,651             --        118,296        456,404

IDENTIFIABLE SEGMENT ASSETS                    55,760,033     26,121,291      2,019,595      9,672,422     93,573,341



<CAPTION>
                                             -------------------------------------------------------------------------
                                                                            JUNE 30, 2000
                                             -------------------------------------------------------------------------
                                               COMMERCIAL                                    CORPORATE
                                                 OFFICE        APARTMENTS      PARKING       AND OTHER        TOTAL
                                             -------------    ------------   -----------    -----------   ------------
<S>                                          <C>             <C>             <C>            <C>           <C>
REVENUE FROM EXTERNAL CUSTOMERS               $ 2,959,313      1,567,148        393,511        311,472      5,231,444

INTEREST EXPENSE                                  430,568        397,739         72,354        146,251      1,046,912

DEPRECIATION AND AMORTIZATION                     636,360        310,125         88,785         84,141      1,119,411

SEGMENT INCOME (LOSS) BEFORE TAX                  449,219         82,432       (334,126)       (81,533)       115,992

CAPITAL EXPENDITURES BY SEGMENT                    87,786         83,807            448          6,560        178,601

IDENTIFIABLE SEGMENT ASSETS                    38,810,844     26,433,037     11,591,738     14,006,655     90,842,274

</TABLE>


                                       11

<PAGE>
<PAGE> 12

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES:

      The Company's principal assets consist of real estate holdings which
are not liquid assets.  Real estate holdings include office buildings,
apartment complexes, a warehouse and a warehouse/office facility, parking
facilities and land held for future sale.  The principal source of funds
generated internally is income from operations.  The principal source of
external funds is long-term debt and line of credit with Commerce Bank, N.A.
The Company has not experienced liquidity problems during the six months ended
June 30, 2001.  In March, 2001 the Company secured a $7,016,000 twenty-year
mortgage loan on the Woodlands Plaza #1 commercial office building from G.E.
Financial Assurance at a fixed rate of 7.55%.  The proceeds of this loan were
used to reduce the line of credit.  In June, 2001 the Company sold the Tower
Garage to CB Building Corporation, a subsidiary of Commerce Bancshares, Inc.,
for $11,500,000.  The proceeds of this sale were used to pay off the line of
credit and the balance invested in short-term money market accounts.
      Cash and cash equivalents on hand at June 30, 2001 totaled $3,993,952,
an increase of $3,833,442 from December 31, 2000.  The increase in cash and
cash equivalents is due primarily to the receipt of proceeds from the sale of
Tower Garage less the amount used to pay off the line of credit.  Management
believes the Company's current cash position and the properties' ability to
provide operating cash flow should enable the Company to fund anticipated
capital expenditures and service debt in 2001.

                        SIX MONTHS ENDED JUNE 30, 2001
               COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2000

RESULTS OF OPERATIONS:

      Total revenue increased $1,987,927.  The purchase of the Woodlands
Plaza #1 commercial office building, the leasing of the 9909 Lakeview
warehouse, an increase in monthly parking at the Tower Garage and increase
in occupancy at New Mark Phase I & II and Peppertree apartment complexes
resulted in a $1,555,236 increase in rental income.
      Management and service fees increased primarily due to the increase in
rentable income of the Commerce Bank and Executive Plaza commercial office
buildings and the construction fees earned on the Commerce Trust renovation.
The sale of the Tower Garage resulted in a gain on sale of assets in the
amount of approximately $365,000.
      A $25,350 real estate commission earned in 2001 for the sale of non-
company land offset by a $71,579 real estate commission earned in 2000 for
the leasing of a non-company owned warehouse and the $15,000 received in
January 2000 for removal of a stairwell between the 15th & 16th floors in the
Commerce Tower as part of a lease termination accounts for the decrease in
interest and other income.


                                       12


<PAGE>
<PAGE> 13

      The change in operating expenses, taxes other than income and general,
administrative and other is primarily a direct result of the purchase of the
Woodlands Plaza #1 commercial office building.   Utilities, also included in
operating expenses, increased due to the cold weather usage and an increase
in gas rates.  Maintenance and repairs decreased due to repairs in to the 811
Main Garage and the New Mark Phase I & II termite repairs in 2000, offset by
the 2001 snow removal costs in January and February and the purchase of the
Woodlands Plaza #1 commercial office building.
      Interest expense, including related party, increased due to the
increase in the related party line of credit for the purchase of the Woodlands
Plaza #1 commercial office building in December, 2000 and a decrease in the
six month's capitalized interest on construction of $7,892 as compared to
$23,946 in 2000.

                       THREE MONTHS ENDED JUNE 30, 2001
              COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 2000

RESULTS OF OPERATIONS:

      Total revenue increased $1,163,706.  The purchase of the Woodlands
Plaza #1 commercial office building, the leasing of the 9909 Lakeview
warehouse, an increase in monthly parking at the Tower Garage and an increase
in occupancy at New Mark Phase I & II and Peppertree apartment complexes
resulted in an $723,241 increase in rental income.
      Management and service fees increased primarily due to the increase in
rentable income of the Commerce Bank and Executive Plaza commercial office
buildings and the construction fees earned on the Commerce Trust renovation.
The sale of Tower Garage resulted in a gain on sale of assets in the amount of
approximately $365,000.  A $23,350 real estate commission earned in 2001 for
the sale of non-company owned land accounts for the increase in interest and
other income.
      The change in operating expenses, taxes other than income and general,
administrative and other is primarily a direct result of the purchase of the
Woodlands Plaza #1 commercial office building.  Salaries and employee
benefits, which are included in operating expenses, increased primarily due
to the 2001 leasing commission earned on the sale of non-building land.
Maintenance and repairs decreased primarily due to the repairs to the 811
Main Garage and the New Mark Phase I & II termite repair in 2000, offset by
the purchase of the Woodlands Plaza #1 commercial office building.
      Interest expense, including related party, increased due to the
increase in the related party line of credit for the purchase of the Woodlands
Plaza #1 commercial office building in December 2000 and a decrease in the
second quarter capitalized interest on construction of $0 as compared to
$23,946 in 2000.


                                       13



<PAGE>
<PAGE> 14

                            MARKET RISK DISCLOSURE

      The Company is exposed to various market risks, including equity
investment prices and interest rates.
      The Company has $4,357,410 of Commerce Bancshares common stock as of
June 30, 2001.  This investment is not hedged and is exposed to the risk of
changing market prices.  The Company classifies this security as "available-
for-sale" for accounting purposes and marks it to fair value on the balance
sheet at the end of each period.  Management estimates that the value of its
investment will generally move consistently with trends and movements of the
overall stock market, although specific circumstances with respect to
Commerce Bancshares could significantly change the market value of the
investment.  An immediate 10% change in the fair value of the Company's
investment would have a $265,802 effect on comprehensive income.
       The Company has $6,400,000 of variable rate debt as of June 30, 2001.
A 100 basis point change in each debt series benchmark would impact net income
on an annual basis by approximately $39,040.

                        NEW ACCOUNTING PRONOUNCEMENTS

      In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133).  This statement establishes accounting and reporting
standards requiring that every derivative instrument, including certain
derivative instruments embedded in other contracts, be recorded in the
balance sheet at its fair value.  SFAS 133, effective January 1, 2001,
requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met.  The adoption
of SFAS 133 did not have any impact on the Company's financial position or
results of operations.


                                       14



<PAGE>
<PAGE> 15

PART II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          During the quarter ended June 30, 2001, the Company was served
regarding a civil action filed by a former tenant of the Commerce Tower
Building.  The suite alleges that asbestos fibers were released AS THE RESULT
OF A FIRE ON JULY 22, 2000 in a suite in the building.  The suit seeks
damages for property damage, medical monitoring and relocation on theories of
negligence, nuisance and breach of contract.  There is also a claim for
punitive damages.
          Plaintiff alleges that he brings the suit on behalf of a class of
all tenants.  There have been no proceedings on the class issue.
          Monitoring performed during the repair process indicated that
fibers were properly contained, and the Company believes the suite is without
merit.

ITEM 2.   CHANGES IN SECURITIES
          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None


                                       15


<PAGE>
<PAGE> 16

ITEM 5.  OTHER INFORMATION
         On June 20, 2001, the Company sold the Tower Garage to CB Building
Corporation, a subsidiary of Commerce Bancshares, Inc., for $11,500,000.  The
transaction resulted in a gain of approximately $365,000.
         The tables below present the pro forma results of operations with
Woodlands Plaza I Building (Woodlands Plaza) and without the Tower Garage for
the year ended December 31, 2000 and without the Tower Garage for the six
months ended June 30, 2001. Woodlands Plaza was purchased on December 28,
2000 and the Tower Garage was sold on June 20, 2001.  These pro forma
operating results are not necessarily indicative of what the actual results
would have been had Woodlands Plaza been purchased and the Tower Garage been
sold at the beginning of the earliest period presented.

<TABLE>
<CAPTION>

                                                                  Year ended December 31, 2000
                                       -------------------------------------------------------------------------------
                                                                                           Pro forma Adjustments
                                                     Pro forma                   -------------------------------------
                                                    Adjustments -                               Additional
                                        Historical   Acquisition    Subtotal       Sale of       Interest
                                         Amounts          of       Pro forma        Tower       on Sales    Pro forma
                                        (Audited)     Woodlands     Amounts         Garage       Proceeds    Amounts
<S>                                    <C>           <C>          <C>             <C>           <C>        <C>
         Total revenues                 21,342,372    1,560,760    22,903,132      479,060       673,854    23,097,926



         Operating expenses              3,870,713      119,954     3,990,667       97,891            --     3,892,776
         Maintenance and repairs         6,512,708      238,479     6,751,187       25,370            --     6,725,817
         Depreciation and amortization   4,227,168      211,296     4,438,464      258,600            --     4,179,864
         Taxes other than income         1,655,698      151,169     1,806,867       30,742            --     1,776,125
         General, administrative
           and other                     1,153,280       40,054     1,193,334       83,236            --     1,110,098
                                       ------------  -----------  ------------   ----------     ---------  ------------
             Total operating expenses   17,419,567      760,952    18,180,519      495,840            --    17,684,679
                                       ------------  -----------  ------------   ----------     ---------  ------------

         Interest expense                4,245,811      703,868     4,949,679           --            --     4,949,679

                                       ------------  -----------  ------------   ----------     ---------  ------------
         Income (loss) before
           provision for income taxes     (323,006)      95,940      (227,066)     (16,780)      673,854       463,568
                                       ------------  -----------  ------------   ----------     ---------  ------------

         Provision for income taxes       (125,973)      37,417       (88,556)      (6,544)      262,803       180,791


                                       ------------  -----------  ------------   ----------     ---------  ------------
         Net income (loss)                (197,033)      58,523      (138,510)     (10,236)      411,051       282,777
                                       ============  ===========  ============   ==========     =========  ============

         Earnings (loss) per share
           (basic and diluted):              (1.09)        0.32         (0.77)       (0.06)         2.27          1.56
                                       ============  ===========  ============   ==========     =========  ============


<S>                                                                       <C>               <C>
                             Previous Pro forma Pretax Income               282,112         w/o interest     (31,486)
                                Less:  Additional int. on Woodlands        (178,800)                        (178,800)
                                Plus:  Remove initial int. on T.G                                            313,598
                                Plus:  Record additional upside on TG       360,256                          360,256

                                                                          ----------                        ---------
                                Adjusted Pro forma                          463,568                          463,568
                                                                          ==========                        =========




<PAGE>
<CAPTION>

                                                    Six months ended June 30, 2001
                                       ---------------------------------------------------
                                                        Pro forma Adjustments
                                                      ------------------------
                                                                   Additional
                                                       Sale of      Interest
                                        Historical      Tower       on Sales     Pro forma
                                         Amounts        Garage      Proceeds      Amounts
<S>                                    <C>             <C>           <C>       <C>
         Total revenues                 12,392,251      643,263     276,240     12,025,228

         Operating expenses              1,901,563       52,612          --      1,848,951
         Maintenance and repairs         1,982,692       24,391          --      1,958,301
         Depreciation and
           amortization                  2,226,972      122,194          --      2,104,778
         Taxes other than income           878,840       14,402          --        864,438
         General, administrative
           and other                       672,835       41,872          --        630,963
                                       ------------    ---------    --------    -----------
             Total operating expenses    7,662,902      255,471          --      7,407,431
                                       ------------    ---------    --------    -----------

         Interest expense                2,422,673                       --      2,422,673

                                       ------------    ---------    --------    -----------
         Income before provision
           for income taxes              2,306,676      387,793     276,240      2,195,123
                                       ------------    ---------    --------    -----------

         Provision for income taxes        899,603      151,239     107,734        856,097

                                       ------------    ---------    --------    -----------
         Net income                      1,407,073      236,554     168,506      1,339,026
                                       ============    =========    ========    ===========

         Earnings per share
           (basic and diluted):               7.82         1.31        0.94           7.44
                                       ============    =========    ========    ===========


<S>                                                                       <C>               <C>
                             Previous Pro forma Pretax Income              2,051,577        w/o interest     1,918,883
                                Less:  Additional int. on Woodlands                                                 --
                                Plus:  Remove initial int. on T.G                                              132,694
                                Plus:  Record additional upside on TG        143,546                           143,546

                                                                          -----------                       -----------
                                Adjusted Pro forma                         2,195,123                         2,195,123
                                                                          ===========                       ===========

</TABLE>


ITEM 6.  EXHIBITS
         The following exhibit is included in this Form 10-Q for the second
quarter of 2001:
         Sales Agreement with CB Building Corporation, a subsidiary of
Commerce Bancshares, Inc., for the sale of the Tower Garage.



                                       16


<PAGE>
<PAGE> 17

                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TOWER PROPERTIES COMPANY




/s/ Thomas R. Willard
---------------------
Thomas R. Willard
President




/s/ Robert C. Harvey, III
-------------------------
Robert C. Harvey, III
Vice President and Chief Financial Officer




Date:  August 15, 2001


                                       17


<PAGE>
<PAGE> 18
                                                                    EXHIBIT A

                                   [LOGO]

Metropolitan Kansas City Board of REALTORS(R)
Approved By Counsel For Use By Members (C)1990

                                           This is a legally binding contract.
                                       If not understood, consult an attorney.

                          COMMERCIAL AND INDUSTRIAL
                          REAL ESTATE SALE CONTRACT

      1.  PARTIES:  This contract ("Contract") is made by  Tower Properties
                                                          --------------------
Company                                                            SELLER, and
------------------------------------------------------------------
  CB Building Corp.                                                      BUYER,
------------------------------------------------------------------------
and is effective as of the date and time of acceptance on the signature page
of this Contract (the "Effective Date").

      2.  PROPERTY:  Seller sells to Buyer the following-described real
estate, together with any buildings and improvements thereon, and all
personal property used in the operation of the buildings and improvements,
including, if any, all mechanical systems, fixtures and equipment, heating,
ventilating and air-conditioning equipment, electrical systems and lighting,
plumbing equipment and fixtures, floor coverings, storm windows and doors,
screens and awnings, keys, and including the following:

 Parking equipment
------------------------------------------------------------------------------

------------------------------------------------------------------------------
all of which is commonly known and numbered as  Ninth and Walnut Parking
                                               -------------------------------
Garage, 9th & Walnut , in the City of  Kansas City                 in
---------------------                 ----------------------------
   Jackson            County, State of  Missouri    , and is legally described
---------------------                  -------------
as follows:
             See legal description described on Exhibit A.



Such real estate and other property shall be collectively referred to in this
Contract as the "Property".

      3.  EXCEPTIONS:  The Property shall be subject, however, to the
Permitted Exceptions (as defined in paragraph 8 of this Contract), zoning
ordinances and laws and the following existing leases or tenancies:

  No existing leases or tenants except monthly parking permits
------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------


      4.  PURCHASE PRICE: The purchase price is  Eleven Million Five Hundred
                                                ------------------------------
Thousand                      DOLLARS ($11,500,00               ) which Buyer
-----------------------------           ------------------------

agrees to pay as follows:     Ten Thousand
                          ----------------------------------------------------

DOLLARS ($10,000                  ) at the signing of this contract as Earnest
          ------------------------

Money which is to be deposited UPON EXECUTION OF THIS CONTRACT in the insured

trust or escrow account of    with Seller           ("Escrow Agent") as part
                           ------------------------

of the consideration of the sale; the balance to be paid in the following

manner:  Eleven Million Four Hundred Ninety Thousand                   DOLLARS
        --------------------------------------------------------------

($11,490,000              ), in guaranteed funds or cashier's check at Closing
  ------------------------

(as defined in this Contract), adjusted at Closing for prorations, closing

costs and other agreed expenses, and [state other payment or financing terms]

 As additional consideration the parties shall execute the option to lease in
------------------------------------------------------------------------------
the form attached as Exhibit B.
------------------------------------------------------------------------------

------------------------------------------------------------------------------

      5.  CLOSING DATE:  Subject to all the provisions of this Contract, the
closing of this Contract (the "Closing") shall take place at the offices of
  Old Republic Title Company
------------------------------------------------------------------------------
on the    20th                  day of    June                     ,    2001
       ------------------------        ----------------------------   --------

or prior thereto by mutual consent, and possession shall be delivered as

follows:   immediately following closing
         ---------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

      6.  EXISTING FINANCING:  Unless otherwise provided in this Contract,
Seller shall make any payments required on existing mortgages or deeds of
trust until Closing. If this Contract provides that the Property is being
sold subject to any existing mortgage or deed of trust, Buyer shall, at
Closing, reimburse Seller for any principal reductions not already considered
in computing payments of purchase price and for any deposits held by the
holder of the mortgage or deed of trust that are transferred to Buyer.

      7.  PRORATIONS:  The rents, income and expenses from the Property, and
the interest on any existing mortgages or deeds of trust to which this sale
is made subject, shall be prorated between Seller and Buyer as of Closing.
Seller shall pay all general real estate taxes levied and assessed against
the Property, and all installments of special assessments for the years prior
to the calendar year of Closing. All such taxes and installments of special
assessments becoming due and accruing during the calendar year of Closing
shall be prorated between Seller and Buyer on the basis of such calendar
year, as of Closing. If the amount of any tax or special assessment cannot be
ascertained at Closing, proration shall be computed on the amount for the


<PAGE>
<PAGE> 19

preceding year's tax or special assessments. Buyer shall assume all such taxes
and installments of special assessments accruing after the Closing.

      8.  TITLE INSURANCE:  Seller shall deliver and pay for an owner's ALTA
title insurance policy insuring marketable fee simple title in Buyer in the
amount of the purchase price as of the time and date of recordation of
Seller's General Warranty Deed, subject only to the Permitted Exceptions
defined below. Seller shall, as soon as possible and not later than fifteen
(15) days after the Effective Date of this Contract, cause to be furnished to
Buyer a current commitment to issue the policy (the "Title Commitment"),
issued through    Old Republic Title Company                         (the
               -----------------------------------------------------
"Title Company"). Buyer shall have ten (10) days after receipt of the Title
Commitment (the "Review Period") in which to notify Seller in writing of any
objections Buyer has to any matters shown or referred to in the Title
Commitment. Any matters which are set forth in the Title Commitment and to
which Buyer does not object within the Review Period shall be deemed to be
permitted exceptions to the status of Seller's title (the "Permitted
Exceptions"). With regard to items to which Buyer does object within the
Review Period, Seller shall have until Closing to cure the objections.
If Seller does not cure the objections by closing, this contract shall
automatically be terminated unless Buyer waives the objections on or before
Closing.

      9.  INSPECTIONS:  Seller shall grant Buyer reasonable access to the
Property for      twenty      (   20   ) days after the Effective Date of
             ----------------- --------
this Contract (the "Inspection Period") for the purpose of inspecting the
physical condition of the Property. Buyer's inspection rights shall include
performing soil tests, environmental tests or audits, foundation and
mechanical inspections and such other inspections as Buyer may reasonably
request. Buyer agrees to repair any damage to the Property arising from these
inspections and to indemnify, defend and hold Seller harmless from and
against all claims, costs, demands and expenses, including without
limitation, reasonable attorney's fees, court costs and other legal expenses,
resulting from these inspections. Buyer's obligations imposed by this
paragraph shall survive termination of the Contract. If Buyer determines that
the physical condition of the Property is not suitable for Buyer, Buyer shall
provide written notice to Seller on or before the end of the Inspection
Period that this Contract is terminated. In the absence of such termination
notice, this inspection condition shall be deemed satisfied, and Buyer shall
be deemed to be thoroughly acquainted and satisfied with the physical
condition of the Property, other than as set forth in paragraph 13 of this
Contract. In addition, Buyer, or Buyer's representatives, may reinspect the
Property before Closing upon reasonable notice to Seller.

      10.  REPRESENTATIONS:  Buyer acknowledges that neither Seller nor
any party on Seller's behalf has made, nor do they hereby make, any
representations as to the past, present or future condition, income,
expenses, operation or any other matter or thing affecting or relating to the
Property except as expressly set forth in this Contract.

      11.  REAL ESTATE BROKER:  Seller and Buyer agree that   no brokers
                                                            ------------------
involved                                                         , REALTOR(S),
-----------------------------------------------------------------
identified in the Real Estate Agency Disclosure(s) attached to this Contract,
is (are) the only real estate broker(s) negotiating this sale, and Seller
agrees to pay a sales commission of   -----             of this purchase
                                    -------------------
price pursuant to the agreement between Seller and REALTOR(S). Any party to
this Contract through whom a claim to any broker's, finder's or other fee is
made, contrary to the representations made above in this paragraph, shall
indemnify, defend and hold harmless the other party to this Contract from any
other loss, liability, damage, cost or expense, including, without
limitation, reasonable attorney's fees, court costs and other legal expenses
paid or incurred by the other party, that is in any way related to such a
claim. The provisions of this paragraph shall survive Closing or termination
of this Contract.


<PAGE>
      12.  DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS:  At or before
Closing, Seller agrees to properly execute and deliver into escrow a General
Warranty Deed, a Warranty Bill of Sale for any nonrealty portion of the
Property, and all other documents and funds reasonably necessary to complete
the Closing. The General Warranty Deed shall convey to Buyer marketable fee
simple title to the Property, free and clear of all liens and encumbrances,
other than the Permitted Exceptions. At or before the Closing, Seller and
Buyer each agree to deliver into escrow a cashier's check or guaranteed funds
sufficient to satisfy their respective obligations under this Contract.
Seller understands that, unless otherwise agreed, disbursement of proceeds
will not be made until after the General Warranty Deed or the instrument of
conveyance, and, if applicable, the mortgage/deed of trust have been recorded
and the Title Company can issue the title policy with only the Permitted
Exceptions.

      13.  INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF
CONDITION:  Seller agrees to maintain Seller's current fire and extended
coverage insurance, if any, on the Property until Closing. Seller shall do
ordinary and necessary maintenance, upkeep and repair to the Property through
Closing. If, before Closing, all or any part of the Property is taken by
eminent domain, or if a condemnation proceeding has been filed or is
threatened against the Property or any part thereof, or if all or any part of
the Property is destroyed or materially damaged after the Inspection Period,
Seller shall promptly provide written notice to Buyer of any such event. UPON
NOTICE OF SUCH OCCURRENCE, Buyer may reinspect the Property and may, by
written notice to Seller within ten (10) days after receiving Seller's
notice, terminate this Contract. Unless this Contract is so terminated, it
shall remain in full force and effect, and Seller shall at Closing assign and
transfer to Buyer all of Seller's right, title and interest in and to any
awards that may be made for any taking and any insurance proceeds payable on
account of casualty. If a non-material change in condition occurs with
respect to the Property, Seller shall remedy such change before Closing. The
provisions of this paragraph shall survive Closing or termination of this
Contract.

      14.  FOREIGN INVESTMENT:  Seller represents that Seller is not a foreign
person as described in the Foreign Investment in Real Property Tax Act and
agrees to deliver a certificate at Closing to that effect which shall contain
Seller's tax identification number.'

      15.  TERMINATION:  If this Contract is terminated by either party
pursuant to a right expressly given in this Contract, Buyer shall be entitled
to an immediate return of the Earnest Money deposit, and neither party shall
have any further rights or obligations under this Contract except as
otherwise stated in this Contract.

      16.  DEFAULT AND REMEDIES:  Seller or Buyer shall be in default under
this Contract if either fails to comply with any material covenant, agreement
or obligation within any time limits required by this Contract. Following a
default by either Seller or Buyer under this Contract, the other party shall
have the following remedies, subject to the provisions of paragraph 17 of
this Contract:
          (a) If Seller defaults, Buyer may (i) specifically enforce this
      Contract and recover damages suffered by Buyer as a result of the delay
      in the acquisition of the Property; or (ii) terminate this Contract by
      written notice to Seller and, at Buyer's option, pursue any remedy and
      damages available at law or in equity. If Buyer elects to terminate this
      Contract, the Earnest Money shall be returned to Buyer upon written
      demand.
          (b) If Buyer defaults, Seller may (i) specifically enforce this
      Contract and recover damages suffered by Seller as a result of the delay
      in the sale of the Property; or (ii) terminate this Contract by written
      notice to Buyer and, at Seller's option, either retain the Earnest Money
      as liquidated damages as Seller's sole remedy (the parties recognizing
      that it would be extremely difficult to ascertain the extent of actual
      damages caused by Buyer's breach, and that the Earnest Money represents
      as fair an approximation of such actual damages as the parties can now
      determine), or pursue any other remedy and damages available at law or
      in equity.


<PAGE>
<PAGE> 20

      If, as a result of a default under this Contract, either Seller or Buyer
employs an attorney to enforce its rights, the defaulting party shall, unless
prohibited by law, reimburse the nondefaulting party for all reasonable
attorney's fees, court costs and other legal expenses incurred by the
nondefaulting party in connection with the default.

      17.  DISPOSITION OF EARNEST MONEY AND OTHER FUNDS AND DOCUMENTS:  In the
absence of written escrow instructions, and notwithstanding any other terms
of this Contract providing for forfeiture or refund of the Earnest Money, the
Escrow Agent shall not distribute the Earnest Money or other escrowed funds
or documents, once deposited, without the written consent of all parties to
this Contract. A party's signature on a closing statement prepared by the
Escrow or Closing Agent shall constitute such consent. In the absence of
either written consent or written notice of a dispute, failure by either
Buyer or Seller to respond in writing to a certified letter from the Escrow
Agent within fifteen (15) days of receipt, or failure by either Buyer or
Seller to make written demand upon the other party and upon the Escrow Agent
for return or forfeiture of the Earnest Money, other escrowed funds or
documents within sixty (60) days after receiving written notice of
cancellation of this Contract, shall constitute consent to distribution of
all funds and documents deposited with the Escrow Agent as suggested in any
such certified letter or written demand.

      If a dispute arises over the disposition of funds or documents deposited
with the Escrow Agent that results in litigation, any attorney's fees, court
costs and other legal expenses incurred by the Escrow Agent in connection
with such dispute shall be reimbursed from the Earnest Money or from other
funds deposited with the Escrow Agent.

      18.  ENTIRE AGREEMENT AND MANNER OF MODIFICATION:  This Contract, and
any attachments or addendums hereto, constitute the complete agreement of the
parties concerning the Property, supersede all other agreements and may be
modified only by initialing changes in this Contract or by written agreement.

      19.  NOTICES:  All notices, consents, approvals, requests, waivers,
objections or other communications (collectively "notices") required under
this Contract (except notice given pursuant to paragraph 17 of this Contract)
shall be in writing and shall be served by hand delivery, by prepaid United
States certified mail, return receipt requested, or by reputable overnight
delivery service guaranteeing next-day delivery and providing a receipt. All
notices shall be addressed to the parties at the respective addresses as set
forth below, except that any party may, by notice in the manner provided
above, change this address for all subsequent notices. Notices shall be
deemed served and received upon the earlier of the third day following the
date of mailing (in the case of notices mailed by certified mail) or upon
delivery (in all other cases). A party's failure or refusal to accept services
of a notice shall constitute delivery of the notice.

      20.  DEADLINE FOR ACCEPTANCE:  Buyer's offer to purchase the Property
from Seller shall expire if Seller has not accepted this Contract by signing
and delivering a fully executed copy to Buyer, on or before the earlier of
(i) Buyer delivering written notice to Seller that Buyer's offer to enter
into this Contract is withdrawn or
(ii)                         , 19     .
     ------------------------     ----

      21.  TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT.

      22.  ADDITIONAL TERMS:  All closing costs, including title insurance and
survey costs, shall be divided 50% to Buyer and 50% to Seller. Each party
shall pay its attorneys' fees.

      23.  Buyer acknowledges that the property being acquired is in a TIF
area and that Buyer will have certain compliance requirements including those
set forth in letter of April 4, 2001, attached as Exhibit B.


<PAGE>
      IN WITNESS WHEREOF, Seller and Buyer execute this Contract on the
date(s), and at the time(s), indicated below their respective signatures.

TOWER PROPERTIES COMPANY                   CB BUILDING CORP.

By: /s/ Thomas R. Willard                  By: /s/ Jeffery Aberdeen
-----------------------------------        -----------------------------------
(SELLER)                                   (BUYER)



Date:  June 18, 2001                       Date:  June 18, 2001
      -----------------------------              -----------------------------

Time:                                      Time:
      -----------------------------              -----------------------------

Mailing Address:                           Mailing Address:

-----------------------------------        -----------------------------------

-----------------------------------        -----------------------------------

-----------------------------------        -----------------------------------

Telephone:                                 Telephone:
           ------------------------                   ------------------------

              FOR INFORMATION ONLY--NOT PARTIES TO THE CONTRACT


Listing Broker/Agent
                     ---------------------------------------------------------
Selling Broker/Agent
                     ---------------------------------------------------------
Escrow Agent
             -----------------------------------------------------------------
Closing Agent
              ----------------------------------------------------------------



<PAGE>
<PAGE> 21

TRACT I:
--------
All of Lots 2, 3, 4 and 5, and the South 4 feet of Lot 1, Block 2, RIDGE'S
PLACE, a subdivision in Kansas City, Jackson County, Missouri, and the East
1/2 of vacated alley West of and adjacent thereto.

TRACT II:
---------
Lot 6, and the North 16 feet of Lot 7, except the East 5 feet thereof, now in
Walnut Street, Block 2, RIDGE'S PLACE, a subdivision in Kansas City, Jackson
County, Missouri, and the East 1/2 of vacated alley West of and adjacent
thereto, the above property being otherwise described as follows:  Beginning
at the intersection of the West line of Walnut Street with the South line of
Lot 5, in Block 2, of said Ridge's Place; thence South along the West line of
Walnut Street 41 feet; thence West parallel with the South line of said Lot
5, 118.85 feet, more or less, to the center line of the alley running through
Block 2 of said addition; thence North along the center line of said alley
41 feet to the South line of said Lot 5, produced West; thence East along
said produced line and the South line of said Lot 5, 118.85 feet, more or
less, to the place of beginning.

TRACT III:
----------
The South 9 feet of Lot 7, all of Lot 8, and all of Lot 9, except the South
17 4/5 inches thereof, (except that part of all of said premises now in
Walnut Street), Block 2, RIDGE'S PLACE, a subdivision in Kansas City, Jackson
County, Missouri, and the East 1/2 of vacated alley West of and adjacent
thereto.

TRACT IV:
---------
The South 1 foot and 5-4/5 inches of Lot 9 and the North 24 feet and 4-1/5
inches of Lot 10, Block 2, except that part in Walnut Street, RIDGE'S PLACE,
a subdivision in Kansas City, Jackson County, Missouri, and the East 1/2 of
vacated alley West of the adjacent thereto.



<PAGE>
<PAGE> 22

                                                                    EXHIBIT B

                               OPTION TO LEASE

      WHEREAS, Tower Properties Company ("Tower"), a Missouri corporation and
CB Building Corp. ("CB Building"), a Missouri corporation have entered into
real estate sales contract whereby Tower will sell to CB Building the real
property described on Exhibit A and commonly known as the Tower Garage at 9th
and Walnut Street in Kansas City, Missouri (the "Property"), and

      WHEREAS, as additional consideration for the purchase of the Property,
Tower has requested and CB Building Corp. has agreed to give an option to
lease certain parking spaces located on the Property subject to the terms
herein, it is

      THEREFORE, agreed as follows:

1. Option Event. The rights of Tower pursuant hereto shall arise upon the
   ------------
occurrence ("Option Event") of either (i) the sale or transfer of the
Property by CB Building to any person or entity not affiliated with CB
Building or its parent Commerce Bancshares, Inc. or (ii) the closing of any
transaction pursuant to which Commerce Bancshares, Inc. is merged into or
acquired by another entity with the result that Commerce Bancshares, Inc. is
not the surviving entity.

2. Option Terms. Upon the occurrence of an Option Event, Tower shall be
   ------------
entitled to lease or sublease to its tenants (as used herein, "tenants" shall
mean Tower employees and those persons or entities, or their employees, that
maintain a lease on any property owned or managed by Tower), at a rate not to
exceed the rental rate being paid by Tower to CB Building as of the date of
the Option Event, such number of parking spaces on the Property as Tower is
leasing or subleasing as of the date of the Option Event. Such lease or
sublease shall continue for a maximum period of twenty (20) years from the
date of the Option Event.

3. Option Exercise. The rights of Tower to lease or sublease upon the
   ---------------
occurrence of an Option Event, shall be automatic and no action to exercise
the option granted herein shall be required other than the payment by Tower
of the monthly lease payments. At any time following the date of the Option
Event, Tower may reduce the number of parking spaces leased or subleased. The
abandonment of any parking spaces by Tower will cancel any rights granted by
this agreement in the spaces abandoned but Tower shall not lose any lease
rights on remaining parking places.

4. Termination of Option. If not previously exercised, the option granted
   ---------------------
herein shall terminate the earlier of (i) thirty (30) years from the date of
this agreement or (ii) the date of the closing of any transaction pursuant to
which Tower is merged into or acquired by any other entity.

5. Non-assignability. The Option granted herein is exclusive to Tower, and
   -----------------
may not be assigned, pledged, conveyed or transferred by Tower without the
prior written consent of CB Building, which consent may be given or withheld
by CB Building in its sole discretion.



<PAGE>
<PAGE> 23

      IN WITNESS WHEREOF, This Option to Lease is executed and delivered as
of June   , 2001.

CB Building Corp.                      Tower Properties Company


By:                                    By:
   ----------------------------           -----------------------------

Title:                                 Title:
      -------------------------              --------------------------



<PAGE>
<PAGE> 24

                [letterhead White Goss Bowers March & Schulte]

                                 April 4, 2001

Mr. Buzz Willard
President
Tower Properties
911 Main Street
Kansas City, MO 64105


      RE: SALE OF 9TH & WALNUT GARAGE

Dear Buzz:

      You informed me that Tower Properties is contemplating the sale of the
recently constructed 9th & Walnut parking facility to Commerce Bank. This
sale is permitted under the Tower Properties Tax Increment Financing Plan and
the Master Agreement between the Tax Increment Financing Commission and Tower
Properties Company (the "Master Agreement"). Specifically, Paragraph 14(a),
states as follows:

         The developer...may sell, transfer, convey, lease or
         otherwise dispose of the property in each Redevelopment
         Project Area. In the event of the sale...payments in
         lieu of taxes with respect to the real property so sold
         or otherwise disposed of shall continue and shall
         constitute a lien against the real estate of the
         Redevelopment Project Area from which they are derived
         and they shall be a covenant running with the land and
         enforceable as if such purchaser...were originally a
         party to and bound by this Master Agreement.

      Simply stated, payments in lieu of taxes, which represent the increase
in taxes resulting from the increased property value as a result of the new
construction, must be paid by every subsequent purchaser.

      Under the Master Agreement, specifically Section 14(b), a copy of which
is attached, any purchaser of property within the TIF area must provide the
TIF Commission with annual PILOT and economic activity tax information. As
you know, there is very little economic activity tax generated through the
operation of a garage. Nevertheless, pursuant to Paragraph 14(b), the bank
will need to file this report with the TIF Commission. Finally, pursuant to
Paragraph 14(d), a copy of which is attached, Tower Properties must notify
the Commission in writing of any sale

                                   EXHIBIT B



<PAGE>
<PAGE> 25

Mr. Buzz Willard
April 4, 2001
Page 2


or other disposition of property within 10 days of the date of the sale. I
have prepared and enclosed a form notice for your convenience.

      While the sale of property within the TIF Plan Area does not require
approval of the Commission, should Tower Properties wish to assign its
contractual rights, duties and obligations under the Master Agreement, that
assignment must be approved by the Commission. The only obligations which
remain under the TIF Plan as far as the 9th & Walnut garage is concerned is
the obligation to maintain the property in a reasonable condition and to
annually report PILOTS and EATS. On the other side of the equation and more
importantly, Tower Properties has the right to receive reimbursement for TIF
expenditures incurred in constructing the garage. Therefore, unless Tower
Properties assigns its rights to receive this reimbursement under the
development plan and contract, all TIF revenue generated by the 9th & Walnut
garage will flow to Tower Properties and not the subsequent purchaser. (You
obviously will want to factor this right of reimbursement into the purchase
price of the garage.) To date, we have not certified our costs to the
Commission, neither have we been issued a Certificate of Completion. We
should discuss whether or not to request a Certificate of Completion and
certify costs at the Commission's May meeting.

      In reviewing the 1999, 2000 and 2001 tax bills, it has become clear
that the County Assessor has not increased the taxable value of the property
as a result of the completion of the garage. In 2000 and 2001, we paid
approximately $31,000 in total taxes based upon a property value of
approximately $960,000. This value clearly does not include the 642 space
garage. I estimate that with a tax value of $11,000 per stall, an additional
$200,000 in taxes is likely attributable to the 911 Walnut garage. At some
point, the Assessor and the TIF Commission will wake up and recognize this
mistake. Until then, since we have no duty to report the error, we should not
take any steps which could raise the error to the Assessor or the TIF
Commission's attention. Our request for certification of costs and request
for Certificate of Completion may bring the error in assessment to light. We
should therefore think twice about proceeding.

      I will commence to prepare an assignment agreement assigning Tower
Properties' rights, duties and obligation under the TIF Plan and the Master
Agreement to Commerce Bank limiting the Bank's reimbursement solely to the
TIF revenue generated by the 9th & Walnut garage. This assignment will not be
effective until approved by the Commission which will not likely take this
matter up until some time in May or June.

      Should you have any questions regarding any of the above, feel free to
call.

                                          Very truly yours,

                                          /s/ Aaron
                                          Aaron G. March



<PAGE>
<PAGE> 26

Mr. Buzz Willard
April 4, 2001
Page 3


AGM:jjr
Enclosures
cc:    Melanie E. MacGillivray, Esq.





<PAGE>
<PAGE> 27

Collecting Officer to the City Treasurer for the purpose of reimbursement or
payment of Redevelopment Project Costs.

      The Developer shall furnish to the Commission such documentation as is
required by the Commission's economic activity tax policies and procedures,
attached hereto as Exhibit D, and shall contractually require purchasers,
                   ---------
lessees or other transferees of property subject hereto to comply with such
obligation as set forth in Section 11(b).

      In the event that the collection and use of economic activity taxes
pursuant to Section 99.845.3 R.S.Mo. is invalidated by a court of competent
jurisdiction, the Commission shall aggressively pursue the adoption by the
Council of an ordinance authorizing the execution of an annual appropriation
agreement with Developer whereby all of the City's increased revenue
attributable to Developer's construction of the Redevelopment Projects and to
Developer's operations and activities within the Redevelopment Area will be
deposited in the Fund to offset the loss of economic activity taxes.

      14.  Sale or Disposition of Project Property.
           ---------------------------------------

      (a)  Continuation of Payments in Lieu of Taxes. The Developer, or any
           -----------------------------------------
third party, may sell, transfer, convey, lease or otherwise dispose of
property in each Redevelopment Project Area. In the event of the sale, lease
or other disposition of any or all of the real property of the Developer or
any third party in a Redevelopment Project Area by voluntary transfer, by
foreclosure of any deed of trust or other lien, through insolvency or
bankruptcy proceedings, by order of any court of competent jurisdiction,
payments in lieu of taxes with respect to the real property so sold or
otherwise disposed of shall continue and shall constitute a lien against the
real estate of Redevelopment Project Area from which they are derived, and
they shall be a covenant running with the land and enforceable as if such
purchaser, tenant, transferee, or other possessor thereof were originally a
party to and bound by this Master Agreement.

      (b)  Obligation to Report Economic Activity Tax Payments. Any purchaser
           ---------------------------------------------------
or transferee of property, and any lessee or other user of property required
to pay economic activity taxes within any of the Redevelopment Project Areas
shall furnish to the Commission such documentation as is required by
Commission's economic activity tax policies and procedures, attached hereto
as Exhibit D, such obligation shall be a covenant running with the land and
   ---------
shall be enforceable as if such purchaser, lessee or other transferee or
possessor thereof were originally a party to and bound by this Master
Agreement.

      (c)  Obligation to Ameliorate Existing Conditions. The Developer's
           --------------------------------------------
undertakings pursuant to Section 5 hereof, unless earlier satisfied and
certified to pursuant to Section 9, shall be a covenant running with the land
and shall be enforceable against purchasers or other transferees as if such
purchaser or transferee were originally a party


                                       6

<PAGE>
<PAGE> 28

to and bound by this Master Agreement and the applicable Redevelopment
Project Agreement.

      (d) Notice to Commission of Transfer. Developer shall notify the
          --------------------------------
Commission in writing of any sale or other disposition of any or all of the
real property in the Redevelopment Area within ten (10) days of the date of
said sale or other transfer and shall be provided in a manner as described
under Section 21 hereof. Said notice shall specify the name and address of
the person so acquiring any or all of the real property in the Redevelopment
Area and shall identify the real property sold or transferred, whether by
voluntary transfer or otherwise.

      15.  Assignment. This Master Agreement shall be binding upon and shall
           ----------
inure to the benefit of the Commission and the Developer and its or their
lawful successors in interest. Without limiting the rights of Developer or
any other third party under Section 11(a) hereof, Developer agrees that its
rights, duties and obligations as Developer hereunder shall not be assignable
except upon terms and conditions agreeable to the Commission. Upon the
consummation of an approved assignment, the assignor (whether it be Developer
or any other party) shall be released from all liability and obligations
hereunder.

      16.  Modification.  The terms, conditions and provisions of this Master
           ------------
Agreement can be neither modified nor eliminated except by written agreement
between the Commission and Developer. Any such modification to this Master
Agreement as approved shall be attached hereto and incorporated herein by
reference.

      17.  Effective Date. This Master Agreement shall become effective on
           --------------
the date set forth herein, and shall remain in full force and effect until the
completion of the Project Improvements included in all Redevelopment Projects
as described herein, and so long thereafter as any Obligations or
Redevelopment Project Costs remain outstanding and unpaid.

      18.  Applicability. This Master Agreement shall apply to the
           -------------
Redevelopment Area and each of the Redevelopment Projects contained therein.

      19.  Breach: Compliance. If the Developer does not comply with
           ------------------
provisions of this Master Agreement, including provisions of the Plan, within
the time limits and in the manner for the completion of each Redevelopment
Project as therein stated, except as may be modified by an applicable
Redevelopment Project Agreement and for Excusable Delays as defined in
Section 20 hereof, or if the Developer shall do, permit to be done, or fail
or omit to do, or shall be about so to do, permit to be done, or fail or omit
to have done, anything contrary to or required of it by this Master
Agreement, or the Act, and if, within 30 days after notice of such default by
the Commission to the Developer, Developer shall not have cured such default
or commenced such cure and be diligently pursuing the same if such cure would
reasonably take longer than said thirty (30) day period, then the Commission
may commence proceedings in law or equity to have such action, failure,

                                       7


<PAGE>
<PAGE> 29

                                March 29, 2001

John Crawford
Executive Director and Secretary
Tax Increment Financing Commission
Suite 250
10 Petticoat Lane
Kansas City, MO 64106

      RE: SALE OF 9TH & WALNUT GARAGE

Dear Mr. Crawford:

      Pursuant to Paragraph 14(d) of the Master Agreement between the Tax
Increment Financing Commission of Kansas City, Missouri and Tower Properties
Company for the implementation of a Tower Properties Downtown Redevelopment
Area dated January 4, 1996, please be advised that Tower Properties, Inc. has
sold the real property located within Redevelopment Area A, 9th & Walnut to
Commerce Bank of Kansas City, N.A., [address]. For your records, your contact
person should be                  at the above-referenced address.
                 ----------------

                                          Very truly yours,



                                          Thomas R. Willard


cc:   Steve Sparks