<PAGE> 1
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-K

                    ANNUAL REPORT PURSUANT TO SECTION 13 OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997        Commission File No. 1-11792

                        MERCANTILE BANCORPORATION INC.
            (Exact name of Registrant as specified in its charter)


             Missouri                                    43-0951744
     (State of Incorporation)                          (IRS Employer
                                                    Identification No.)

                P.O. Box 524                             63166-0524
            St. Louis, Missouri                          (Zip code)
   (Address of principal executive offices)


       Registrant's telephone number, including area code: 314-418-2525

Securities registered pursuant to
   Section 12(b) of the Act:              Name of exchange on which registered:
(1) Common Stock ($0.01 Par Value)        (1) New York Stock Exchange
(2) Preferred Stock Purchase Rights       (2) New York Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act:  None

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

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
 405 of Regulation S-K is not contained herein, and will not be contained, to
    the best of Registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K.  [X]

  State the aggregate market value of the voting stock held by non-affiliates
                 of the Registrant as of February 27, 1998:
                Common Stock, $0.01 par value, $6,217,819,682

Indicate the number of shares outstanding of each of the Registrant's classes
                  of common stock, as of February 27, 1998:
          Common Stock $0.01 par value, 133,748,539 shares outstanding

                      DOCUMENT INCORPORATED BY REFERENCE
     As provided herein, portions of the documents below are incorporated
                                  by reference:

<TABLE>
<CAPTION>
                  Document                             Part--Form 10-K
                  --------                             ---------------
<S>                                                    <C>
Annual Report of the Registrant to its Shareholders
for the Year Ended December 31, 1997                   Parts I, II, IV

Registrant's Proxy Statement for the 1998
Annual Meeting of Shareholders                         Part III
</TABLE>

==============================================================================


<PAGE> 2

                                     PART I


ITEM 1. BUSINESS

                                  THE COMPANY

      Mercantile Bancorporation Inc. ("Mercantile" or "Corporation") is a
bank holding company which, as of February 27, 1998, owned, directly or
indirectly,  all of the stock (except for directors' qualifying shares) of
Mercantile Bank National Association ("Mercantile Bank"), 18 other commercial
banks located throughout Missouri, Illinois, eastern Kansas, northern and
central Arkansas and Iowa, and other non-banking subsidiaries. At December
31, 1997, Mercantile's consolidated assets were $29,955,411,000, consolidated
loans were $19,199,917,000, consolidated deposits were $22,079,927,000 and
consolidated shareholders' equity was $2,410,169,000.  At December 31, 1997,
Mercantile Bank and its consolidated subsidiaries had assets of
$15,656,220,000, loans of $9,611,551,000, deposits of $10,248,555,000 and
shareholder's equity of $1,218,129,000.

      Mercantile has its principal offices at One Mercantile Center, St.
Louis, Missouri 63101 (telephone number 314-425-2525).

                                    BUSINESS

GENERAL

      Mercantile was organized on March 10, 1970, as a Missouri corporation
for the purpose of becoming a multi-bank holding company. Mercantile
commenced operations as a bank holding company in March 1971. Since then
Mercantile has acquired and organized additional financial institutions and
bank holding companies located throughout Missouri, Illinois, eastern Kansas,
northern and central Arkansas and Iowa.

FINANCIAL SUMMARY OF MERCANTILE

      A financial summary of Mercantile and its consolidated subsidiaries is
detailed below:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                   --------------------------------------------------------------------------------------
                                       1997                1996              1995               1994             1993
                                       ----                ----              ----               ----             ----
                                                                          (THOUSANDS)
<S>                                <C>                 <C>               <C>                <C>              <C>
Total assets                       $29,955,411         $22,030,379       $20,883,399        $19,397,176      $18,878,410

Loans and leases                    19,199,917          14,952,630        13,702,826         12,764,261       11,637,484

Investments in debt
  and equity securities              7,545,558           4,745,991         4,964,237          4,895,485        5,233,759

Deposits                            22,079,927          17,336,451        16,171,652         15,136,947       15,435,054

Shareholders' equity                 2,410,169           1,945,651         1,915,493          1,642,739        1,510,215
</TABLE>

SUBSIDIARIES

The table setting forth the names and locations of Mercantile's
subsidiary financial institutions is included as Exhibit 21 hereto.

                                    1
<PAGE> 3

SERVICES AND TRANSACTIONS WITH SUBSIDIARIES

      Mercantile provides it subsidiaries with advice and specialized
services in the areas of accounting and taxation, budgeting and strategic
planning, employee benefits and human resources, insurance, operations,
marketing, credit analysis and administration, loan support and
participations, investments, auditing, trust, data processing, bank security
and banking and corporate law.  A fee is charged by Mercantile for these
services. The responsibility for the management of each subsidiary remains
with its Board of Directors and with the officers elected by each Board.

      Intercompany transactions between Mercantile and its subsidiaries are
subject to restrictions of existing laws and accepted principles of fair
dealing.

      Mercantile had 333 full-time equivalent employees at December 31, 1997.
Mercantile uses the premises of Mercantile Bank for its offices and pays
Mercantile Bank a fee for services and facilities furnished to it.

EMPLOYEES

      At December 31, 1997, Mercantile and its subsidiaries had 9,317
full-time equivalent employees. Mercantile provides a variety of employment
benefits and believes it enjoys a good relationship with its employees.

OPERATIONS

      Financial Services. Through its subsidiaries, Mercantile offers
complete banking and trust services to the consumer, institutional and
agricultural segments of the market areas which it serves. Services include
commercial, real estate, installment and credit card loans, checking, savings
and time deposits, trust and other fiduciary services, and various other
customer services such as brokerage services, direct equipment lease
financing, international banking and safe deposit services.

      Most subsidiary financial institutions serve only the general area in
which they are located, predominantly in the 7th, 8th and 10th Federal
Reserve Districts.  Membership in Mercantile's subsidiary group provides each
subsidiary institution with a means of satisfying the credit needs of its
customers beyond its own legal lending limit.

      Correspondent Banking.  In addition to Mercantile's services for
individuals and corporations, its largest subsidiary bank, Mercantile Bank
National Association (St. Louis), is a correspondent bank for 353 commercial
banks located throughout the United States.  Correspondent banking services
to banks in Kansas and western Missouri are provided through Mercantile Bank
(Kansas/Kansas City). In addition, Mercantile Bank of Western Missouri
provides correspondent services for banks in its area. Correspondent banking
services include the processing of checks and collection items, loan
assistance and assistance with training and operations.

      Trust and Investment Advisory Services. Mercantile, through its
subsidiaries, offers clients all types of fiduciary services, ranging from
the management of funds for individuals, corporate retirement plans and
charitable foundations to the administration of estates and trusts. To
investors it offers portfolio management, advisory and custodian services.
Mercantile Trust Company National Association is a nationally-chartered bank
which provides personal trust services. Mississippi Valley Advisors, Inc., a
registered investment advisor, among other things, provides investment
advisory services for employee benefit funds, including pension and
profit-sharing plans, endowment funds and registered mutual funds. At
December 31, 1997, Mercantile subsidiaries managed investments with a market
value of approximately $20.5 billion and administered $9.4 billion additional
in non-managed assets. Certain of Mercantile's subsidiary banks provide trust
and investment services to individual customers and investment services to
corporate customers with assistance from Mercantile Bank.

      Investment Activities. Mercantile Bank offers a wide range of
investment services to individuals, corporations, correspondent banks and
others. Included in those services are foreign exchange, derivative products,
money market and bond trading operations which serve banks and corporations
in the purchase and sale of various investments and/or hedging instruments.
In addition, Mercantile Bank is registered as a municipal securities dealer.

                                    2
<PAGE> 4

      Brokerage Services. Mercantile Investment Services, Inc. ("MISI") is a
registered broker/dealer and a member of both the National Association of
Securities Dealers, Inc. ("NASD") and the Securities Investors Protection
Corporation ("SIPC"). MISI currently offers brokerage services, including
execution of transactions involving stocks, bonds, options, mutual funds and
other securities.

      International. Mercantile Bank maintains accounts at 67 foreign banks,
and 28 foreign banks maintain accounts at Mercantile Bank. In addition,
Mercantile Bank is engaged in providing its customers with international
banking services.  Mercantile Bank and Mercantile Bank (Kansas/Kansas City)
offer a wide range of services to their customers involved in international
business including currency exchange and letters of credit. Mercantile Bank
maintains a Hong Kong subsidiary, Mercantile Trade Services Ltd., which
enables the bank to issue, amend and negotiate letters of credit in Hong Kong
on behalf of the bank's importing customers. Customers of other subsidiary
banks with a need for international services are referred to these banks.

      Mercantile Bank also maintains a branch in the City of Georgetown in
the Grand Cayman Islands. This branch enables Mercantile Bank to participate
in the Eurodollar market for deposits and loans. At December 31, 1997, total
deposits of the foreign branch amounted to $828,154,000.

COMPETITION

      Mercantile's subsidiary financial institutions are subject to intense
competition from other banks and financial institutions in their service
areas, predominantly the 7th, 8th and 10th Federal Reserve Districts. In
making loans, substantial competition is encountered from banks and other
lending institutions such as savings and loan associations, insurance
companies, finance companies, credit unions, factors, small loan companies
and pension trusts. In addition, Mercantile subsidiaries compete for retail
deposits with savings and loan associations, credit unions and money market
mutual funds. The competition provided by other financial institutions is not
limited to those institutions with offices located in the area served by the
particular subsidiary.

      Many other institutions also offer some or all of the trust and
fiduciary services performed by Mercantile's subsidiaries. Mercantile Bank
competes with all local institutions and, in the field of corporate pension
trust services, competition is nationwide.

SUPERVISION AND REGULATION

      General.  As a bank holding company, Mercantile is subject to
regulation under the Bank Holding Company Act of 1956, as amended ("BHCA"),
and its examination and reporting requirements. Under the BHCA, a bank
holding company may not directly or indirectly acquire the ownership or
control of more than 5% of the voting shares or substantially all of the
assets of any company, including a bank or savings and loan association,
without the prior approval of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"). In addition, bank holding companies are
generally prohibited under the BHCA from engaging in nonbanking activities,
subject to certain exceptions.

      Mercantile and its subsidiaries are subject to supervision and
examination by applicable federal and state banking agencies. The earnings of
Mercantile's subsidiaries, and therefore the earnings of Mercantile, are
affected by general economic conditions, management policies and the
legislative and governmental actions of various regulatory authorities,
including the Federal Reserve Board, the Federal Deposit Insurance
Corporation ("FDIC"), the Office of the Comptroller of the Currency (the
"Comptroller"), and various state financial institution regulatory agencies.
In addition, there are numerous governmental requirements and regulations
that affect the activities of Mercantile and its subsidiaries.

      Certain Transactions with Affiliates.  There are various legal
restrictions on the extent to which a bank holding company and certain of its
nonbank subsidiaries can borrow or otherwise obtain credit from its bank
subsidiaries.  In general, these restrictions require that any such
extensions of credit must be on non-preferential terms and secured by
designated amounts of specified collateral and be limited, as to the holding
company or any

                                    3
<PAGE> 5

one of such nonbank subsidiaries, to 10% of the lending institution's capital
stock and surplus, and as to the holding company and all such nonbank
subsidiaries in the aggregate, to 20% of such capital stock and surplus.

      Payment of Dividends.  Mercantile is a legal entity separate and
distinct from its financial institutions and other subsidiaries. The
principal source of Mercantile's revenues is dividends from its financial
institution subsidiaries. Various federal and state statutory provisions
limit the amount of dividends an affiliate financial institution can pay to
Mercantile without regulatory approval. The approval of federal and state
bank regulatory agencies, as appropriate, is required for any dividend if the
total of all dividends declared in any calendar year would exceed the total
of the institution's net profits, as defined by regulatory agencies, for such
year combined with its retained net profits for the preceding two years. In
addition, a national bank or a state member bank may not pay a dividend in an
amount greater than its net profits then on hand. The payment of dividends by
any financial institution subsidiary also may be affected by other factors,
such as the maintenance of adequate capital.

      Capital Adequacy.  The Federal Reserve Board has issued standards for
measuring capital adequacy for bank holding companies. These standards are
designed to provide risk-responsive capital guidelines and to incorporate a
consistent framework for use by financial institutions operating in major
international financial markets. The banking regulators have issued standards
for banks that are similar to, but not identical with, the standards for bank
holding companies.

      In general, the risk-related standards require financial institutions
and financial institution holding companies to maintain certain capital
levels based on "risk-adjusted" assets, so that categories of assets with
potentially higher credit risk will require more capital backing than
categories with lower credit risk. In addition, banks and bank holding
companies are required to maintain capital to support off-balance-sheet
activities such as loan commitments. Mercantile and each of its subsidiary
financial institutions exceed all applicable capital adequacy standards.

      Support of Subsidiary Banks.  Under Federal Reserve Board policy,
Mercantile is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each of the subsidiaries
in circumstances where it might not choose to do so absent such a policy.
This support may be required at times when Mercantile may not find itself
able to provide it. In addition, any capital loans by Mercantile to any of
its subsidiaries also would be subordinate in right of payment to deposits
and certain other indebtedness of such subsidiary.

      Consistent with this policy regarding bank holding companies serving as
a source of financial strength for their subsidiary banks, the Federal
Reserve Board has stated that, as a matter of prudent banking, a bank holding
company generally should not maintain a rate of cash dividends unless its net
income available to common shareholders has been sufficient to fully fund the
dividends, and the prospective rate of earnings retention appears consistent
with the bank holding company's capital needs, asset quality and overall
financial condition.

      FIRREA and FDICIA.  The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") contains a cross-guarantee provision that
could result in insured depository institutions owned by Mercantile being
assessed for losses incurred by the FDIC in connection with assistance
provided to, or the failure of, any other insured depository institution
owned by Mercantile. Under FIRREA, failure to meet the capital guidelines
could subject a banking institution to a variety of enforcement remedies
available to federal regulatory authorities, including the termination of
deposit insurance by the FDIC.

      The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") made extensive changes to the federal banking laws. FDICIA
instituted certain changes to the supervisory process, including provisions
that mandate certain regulatory agency actions against undercapitalized
institutions within specified time limits. FDICIA contains various other
provisions that may affect the operations of banks and savings institutions.

      The prompt corrective action provision of FDICIA requires the federal
banking regulators to assign each insured institution to one of five capital
categories ("well capitalized," "adequately capitalized" or one of three
"undercapitalized" categories) and to take progressively more restrictive
actions based on the capital categorization, as specified below. Under
FDICIA, capital requirements include a leverage limit, a risk-based capital
requirement

                                    4
<PAGE> 6

and any other measure of capital deemed appropriate by the federal banking
regulators for measuring the capital adequacy of an insured depository
institution. All institutions, regardless of their capital levels, are
restricted from making any capital distribution or paying any management
fees that would cause the institution to fail to satisfy the minimum levels
for any relevant capital measure.

      The FDIC and the Federal Reserve Board adopted capital-related
regulations under FDICIA. Under those regulations, a bank will be well
capitalized if it: (i) had a risk-based capital ratio of 10% or greater; (ii)
had a ratio of Tier I capital to risk-adjusted assets of 6% or greater; (iii)
had a ratio of Tier I capital to adjusted total assets of 5% or greater; and
(iv) was not subject to an order, written agreement, capital directive or
prompt corrective action directive to meet and maintain a specific capital
level for any capital measure. An association will be adequately capitalized
if it was not "well capitalized" and: (i) had a risk-based capital ratio of
8% or greater; (ii) had a ratio of Tier I capital to risk-adjusted assets of
4% or greater; and (iii) had a ratio of Tier I capital to adjusted total
assets of 4% or greater (except that certain associations rated "Composite 1"
under the federal banking agencies' CAMEL rating system may be adequately
capitalized if their ratios of core capital to adjusted total assets were 3%
or greater). All Mercantile subsidiary financial institutions as of December
31, 1997 were categorized as "well capitalized."

      Banking agencies have recently adopted final regulations that mandate
that regulators take into consideration concentrations of credit risk and
risks from non-traditional activities, as well as an institution's ability to
manage those risks, when determining the adequacy of an institution's
capital.  This evaluation will be made as part of the institution's regular
safety and soundness examination.  Banking agencies also have recently
adopted final regulations requiring regulators to consider interest rate risk
(when the interest rate sensitivity of an institution's assets does not match
the sensitivity of its liabilities or its off-balance-sheet position) in the
evaluation of a bank's capital adequacy.  Concurrently, banking agencies have
proposed a methodology for evaluating interest rate risk.  After gaining
experience with the proposed measurement process, these banking agencies
intend to propose further regulations to establish an explicit risk-based
capital charge for interest rate risk.

      Depositor Preference Statute. Legislation enacted in August 1993
provides a preference for deposits and certain claims for administrative
expenses and employee compensation against an insured depository institution
in the liquidation or other resolution of such an institution by any
receiver. Such obligations would be afforded priority over other general
unsecured claims against such an institution, including federal funds and
letters of credit, as well as any obligation to shareholders of such an
institution in their capacity as such.

      FDIC Insurance Assessments. The subsidiary depository institutions of
Mercantile are subject to FDIC deposit insurance assessments. The FDIC has
adopted a risk-based premium schedule. Each financial institution is assigned
to one of three capital groups--well capitalized, adequately capitalized or
undercapitalized--and further assigned to one of three subgroups within a
capital group, on the basis of supervisory evaluations by the institution's
primary federal and, if applicable, state supervisors, and on the basis of
other information relevant to the institution's financial condition and the
risk posed to the applicable insurance fund. The actual assessment rate
applicable to a particular institution will, therefore, depend in part upon
the risk assessment classification so assigned to the institution by the
FDIC. See "--FIRREA and FDICIA."

      Interstate Banking and Other Recent Legislation. The Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 ("Riegle-Neal"),
enacted in 1994, facilitates the interstate expansion and consolidation of
banking organizations by permitting (i) bank holding companies that are
adequately capitalized and managed to acquire banks located in states outside
their home states regardless of whether such acquisitions are authorized
under the law of the host state, (ii) interstate merger of banks, except for
banks located in Montana and Texas, which states enacted legislation to "opt
out" of this authority, (iii) banks to establish new branches on an
interstate basis provided that such action is specifically authorized by the
law of the host state, (iv) foreign banks to establish,  with approval of the
regulators in the United States, branches outside their home states to the
same extent that national or state banks located in the home state would be
authorized to do so, and (v) banks to receive deposits, renew time deposits,
close loans, service loans and receive payments on loans and other
obligations as agent for any bank or thrift affiliate, whether the affiliate
is located in the same state or a different state. One effect of Riegle-Neal
is to permit Mercantile to acquire banks located in any state and to permit
bank holding companies located in any state to acquire banks and bank holding
companies in Missouri.

                                    5
<PAGE> 7

      There also have been a number of recent legislative and regulatory
proposals designed to strengthen the federal deposit insurance system and to
improve the overall financial stability of the United States banking system,
and to provide for other changes in the bank regulatory structure, including
proposals to reduce regulatory burdens on banking organizations and to expand
the nature of products and services banks and bank holding companies may
offer. It is not possible to predict whether or in what form these proposals
may be adopted in the future, and, if adopted, what their effect will be on
Mercantile.

                                    6
<PAGE> 8

STATISTICAL DISCLOSURES

      The following statistical disclosures, except as noted, are included in
the Annual Report of the Registrant to its Shareholders for the year ended
December 31, 1997, and incorporated herein by reference.

<TABLE>
<CAPTION>
                                                                                                ANNUAL REPORT
       SCHEDULE                                                                                   REFERENCE
       --------                                                                                 -------------
<S>                                                                                         <C>
I.     DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
       INTEREST RATES AND INTEREST DIFFERENTIAL
       A.   Average Balance Sheets                                                                      Page 78
       B.   Analysis of Net Interest Earnings (included herein at page 8)                                 N/A
       C.   Taxable-Equivalent Rate-Volume Analysis (included herein at page 8)                           N/A
II.    INVESTMENT PORTFOLIO
       A.   Book Value by Type of Security                                                      Note F, Page 61
       B.   Maturity Distribution (included herein at page 9)                                             N/A
III.   LOAN PORTFOLIO
       A.   Types of Loans                                                                  Exhibit 13, Page 39
       B.   Maturities and Sensitivities to Changes in Interest Rates                       Exhibit 13, Page 39
       C.   Risk Elements
            1.   Non-Accrual, Past Due and Restructured Loans                               Exhibit 16, Page 43
                                                                                            Exhibit 17, Page 43
                                                                                                Note A, Page 57
            2.   Potential Problem Loans                                                    Commentary, Page 44
            3.   Foreign Outstandings                                                                      <F*>
IV.    SUMMARY OF LOAN LOSS EXPERIENCE
       A.   Reserve for Possible Loan Losses                                                Exhibit 14, Page 40
                                                                                            Commentary, Page 39
                                                                                                Note A, Page 57
       B.   Allocation of the Reserve for Possible Loan Losses                              Exhibit 15, Page 41
V.     DEPOSITS
       A.   Average Balances and Rates Paid by Deposit Category                                         Page 78
       B.   Maturity Distribution of Certain CDs and Time Deposits                           Exhibit 7, Page 33
VI.    RETURN ON EQUITY AND ASSETS                                                           Exhibit 4, Page 28
VII.   SHORT-TERM BORROWINGS (included herein at page 10)                                                 N/A


<FN>
<F*>There were no significant interest bearing deposits with foreign banks at
December 31, 1997, 1996 or 1995.
</TABLE>

                                    7
<PAGE> 9

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
TAXABLE-EQUIVALENT RATE-VOLUME ANALYSIS
($ in Millions)
<CAPTION>
                                                      AVERAGE VOLUME                  AVERAGE RATE<F1>
                                               ----------------------------      ------------------------
                                               1997        1996        1995      1997      1996      1995
                                               ----        ----        ----      ----      ----      ----
<S>                                          <C>         <C>         <C>        <C>       <C>       <C>
INTEREST INCOME
Loans and leases<F3>
  Commercial                                 $ 4,391     $ 3,921     $ 3,721     8.44%     8.43%     8.87%
  Real estate--commercial                      2,916       2,780       2,588     8.72      8.69      9.05
  Real estate--construction                      660         520         547     8.87      9.20     10.28
  Real estate--residential mortgage            6,291       3,887       3,721     7.79      8.07      7.76
  Real estate--home equity credit loans          443         371         376     9.78      9.74     10.03
  Consumer                                     1,935       1,762       1,705     8.88      8.88      8.72
  Credit card                                    635         847         777    12.83     12.86     14.29
                                             -------     -------     -------
      Total Loans and Leases                  17,271      14,088      13,435     8.51      8.77      8.98
Investment in debt and equity securities
  Trading                                        105          56          55     6.79      6.45      6.21
  Taxable                                      5,623       4,596       4,398     6.43      6.10      6.03
  Tax-exempt                                     375         419         451     7.98      7.96      8.26
                                             -------     -------     -------
      Total                                    6,103       5,071       4,904     6.53      6.26      6.23
Short-term investments
  Due from banks--interest bearing               178          70          42     5.43      5.86      5.96
  Federal funds sold and repurchase
    agreements                                   225         223         312     6.59      5.74      6.15
                                             -------     -------     -------
      Total Short-term Investments               403         293         354     6.07      5.77      6.13
                                             -------     -------     -------
      Total Interest Income<F1>              $23,777     $19,452     $18,693     7.96      8.07      8.21
                                             =======     =======     =======

INTEREST EXPENSE
Interest Bearing Deposits
  Interest bearing demand                    $ 2,572     $ 2,456     $ 2,366     2.02%     2.13%     2.19%
  Money market accounts                        3,185       2,672       2,409     3.96      3.84      3.94
  Savings                                      1,240       1,123       1,172     2.37      2.30      2.40
  Consumer time certificates
    under $100,000                             7,643       6,131       5,902     5.52      5.54      5.44
  Other time                                     158         186         122     4.18      4.18      6.33
                                             -------     -------     -------
      Total Interest Bearing
        Core Deposits                         14,798      12,568      11,971     4.30      4.20      4.20
  Time certificates $100,000
    and over                                   1,400       1,181       1,120     5.61      5.53      5.75
  Foreign                                        458         184         211     5.72      5.70      6.21
                                             -------     -------     -------
      Total Purchased Deposits                 1,858       1,365       1,331     5.63      5.55      5.83
                                             -------     -------     -------
      Total Interest Bearing Deposits         16,656      13,933      13,302     4.45      4.33      4.37
  Short-term borrowings                        2,748       1,520       1,704     5.44      5.36      5.54
  Bank notes                                     175         261         215     6.02      5.88      6.37
  Long-term debt<F4>                             842         320         352     6.72      7.56      7.52
                                             -------     -------     -------
      Total Interest Expense                 $20,421     $16,034     $15,573     4.69      4.52      4.59
                                             =======     =======     =======
      NET INTEREST RATE SPREAD                                                   3.27      3.55      3.62
      NET INTEREST RATE MARGIN AND
      NET INTEREST INCOME                                                        3.93      4.34      4.38

<FN>

   <F1> Taxable-equivalent basis. Includes tax-equivalent adjustments of $15,086,000, $16,353,000 and $17,758,000 for 1997, 1996
        and 1995, respectively, based on a Federal income tax rate of 35%.

   <F2> The rate-volume variance is allocated entirely to rate.

   <F3> Income from loans on non-accrual status is included on a cash basis, while non-accrual loan balances are included in
        average volume.

   <F4> Includes company-obligated mandatorily redeemable preferred securities of Mercantile Capital Trust I.


<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
TAXABLE-EQUIVALENT RATE-VOLUME ANALYSIS (Continued)
($ in Millions)

                                                                                          INCREASE (DECREASE)
                                                                      -----------------------------------------------------------
                                                INTEREST                     1996 TO 1997                    1995 TO 1996
                                       --------------------------     ---------------------------     ---------------------------
                                       1997       1996       1995     RATE<F2>     VOL.     TOTAL     RATE<F2>     VOL.     TOTAL
                                       ----       ----       ----     --------     ----     -----     --------     ----     -----
<S>                                   <C>        <C>        <C>       <C>          <C>      <C>       <C>          <C>      <C>
INTEREST INCOME
Loans and leases<F3>
  Commercial                          $  371     $  331     $  331      $  1       $ 39     $ 40        $(17)      $ 17     $ --
  Real estate--commercial                254        241        234         1         12       13         (10)        17        7
  Real estate--construction               59         48         56        (2)        13       11          (6)        (2)      (8)
  Real estate--residential mortgage      490        314        288       (18)       194      176          13         13       26
  Real estate--home equity credit
    loans                                 43         36         38        --          7        7          (1)        (1)      (2)
  Consumer                               172        156        149        --         16       16           3          4        7
  Credit card                             81        109        111        (1)       (27)     (28)        (12)        10       (2)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Loans and Leases           1,470      1,235      1,207       (19)       254      235         (30)        58       28
Investments in debt and equity
 securities
  Trading                                  7          4          3        --          3        3           1         --        1
  Taxable                                362        280        265        19         63       82           3         12       15
  Tax-exempt                              30         33         38        --         (3)      (3)         (2)        (3)      (5)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total                              399        317        306        19         63       82           2          9       11
Short-term investments
  Due from banks--interest bearing         9          4          2        (1)         6        5          --          2        2
  Federal funds sold and repurchase
   agreements                             15         13         19         2         --        2          (1)        (5)      (6)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Short-term Investments        24         17         21         1          6        7          (1)        (3)      (4)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Interest Income<F1>       $1,893     $1,569     $1,534      $  1       $323     $324        $(29)      $ 64     $ 35
                                      ======     ======     ======      ====       ====     ====        ====       ====     ====
INTEREST EXPENSE
Interest Bearing Deposits
  Interest bearing demand             $   52     $   52     $   52      $ (2)      $  2     $ --        $ (1)      $  1     $ --
  Money market accounts                  126        103         95         4         19       23          (2)        10        8
  Savings                                 29         26         28         1          2        3          (1)        (1)      (2)
  Consumer time certificates
   under $100,000                        422        339        321        (1)        84       83           6         12       18
  Other time                               7          8          8        --         (1)      (1)         (4)         4       --
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Interest Bearing
        Core Deposits                    636        528        504         2        106      108          (2)        26       24
  Time certificates $100,000
   and over                               78         65         64         1         12       13          (3)         4        1
  Foreign                                 26         11         13        --         15       15          --         (2)      (2)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Purchased Deposits           104         76         77         1         27       28          (3)         2       (1)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Interest Bearing
         Deposits                        740        604        581         3        133      136          (5)        28       23
  Short-term borrowings                  149         82         95         2         65       67          (3)       (10)     (13)
  Bank notes                              11         15         14        --         (4)      (4)         (1)         2        1
  Long-term debt<F4>                      57         24         26        (7)        40       33          --         (2)      (2)
                                      ------     ------     ------      ----       ----     ----        ----       ----     ----
      Total Interest Expense          $  957     $  725     $  716      $ (2)      $234     $232        $ (9)      $ 18     $  9
                                      ======     ======     ======      ====       ====     ====        ====       ====     ====
      NET INTEREST RATE SPREAD
      NET INTEREST RATE MARGIN AND
      NET INTEREST INCOME             $  936     $  844     $  818
                                      ======     ======     ======

<FN>

   <F1> Taxable-equivalent basis. Includes tax-equivalent adjustments of $15,086,000, $16,353,000 and $17,758,000 for 1997, 1996
        and 1995, respectively, based on a Federal income tax rate of 35%.

   <F2> The rate-volume variance is allocated entirely to rate.

   <F3> Income from loans on non-accrual status is included on a cash basis, while non-accrual loan balances are included in
        average volume.

   <F4> Includes company-obligated mandatorily redeemable preferred securities of Mercantile Capital Trust I.

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    8
<PAGE> 10

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
INVESTMENTS IN DEBT AND EQUITY SECURITIES<F1>
($ in Thousands)

<CAPTION>
                                                                        DECEMBER 31, 1997
                                    -----------------------------------------------------------------------------------------
                                               AVAILABLE-FOR-SALE                                HELD-TO-MATURITY
                                    -----------------------------------------       -----------------------------------------
                                                    ESTIMATED                                      ESTIMATED
                                    AMORTIZED         FAIR                          AMORTIZED        FAIR
                                      COST            VALUE         YIELD<F2>         COST           VALUE          YIELD<F2>
                                    ---------       ---------       ---------       ---------      ---------        ---------
<S>                                 <C>             <C>            <C>              <C>            <C>            <C>
U.S. TREASURY
Within one year                     $  406,403      $  406,800         5.80%        $ 12,309       $ 12,311           6.44%
One to five years                      611,320         614,452         5.99           14,945         15,064           6.33
Five to 10 years                         2,226           2,658         8.40               --             --             --
After 10 years                              --              --           --               --             --             --
                                    ----------      ----------                      --------       --------
    Total                            1,019,949       1,023,910         5.92           27,254         27,375           6.38
Average Maturity                                                   1 yr. 7 mo.                                     1 yr. 0 mo.
U.S. GOVERNMENT AGENCIES<F3>
Within one year                        636,783         636,698         6.10          100,041        100,041           5.99
One to five years                    2,176,039       2,188,995         6.40           98,849        102,663           7.46
Five to 10 years                       256,623         261,603         6.98           15,682         14,113           9.62
After 10 years                         124,173         125,435         6.85            4,912          5,224           8.55
                                    ----------      ----------                      --------       --------
    Total                            3,193,618       3,212,731         6.40          219,484        222,041           6.97
Average Maturity                                                   3 yr. 2 mo.                                     2 yr. 0 mo.
OBLIGATIONS OF STATE AND
  POLITICAL SUBDIVISIONS
Within one year                        109,327         109,848         7.06               --             --             --
One to five years                      168,442         172,003         7.76               --             --             --
Five to 10 years                        66,034          68,242         8.16               --             --             --
After 10 years                          48,067          49,461         9.09               --             --             --
                                    ----------      ----------                      --------       --------
    Total                              391,870         399,554         7.79               --             --             --
Average Maturity                                                   4 yr. 1 mo.
OTHER<F3>
Within one year                        123,176         123,139         7.15               --             --             --
One to five years                    1,508,584       1,511,014         7.28               --             --             --
Five to 10 years                        97,543          97,746         6.29               --             --             --
After 10 years                         454,936         453,656         7.58            2,696          2,719           9.49
                                    ----------      ----------                      --------       --------
    Total                            2,184,239       2,185,555         7.29            2,696          2,719           9.49
Average Maturity                                                   6 yr. 9 mo.                                    21 yr. 6 mo.
TOTAL INTEREST EARNING
  INVESTMENTS<F3>
Within one year                      1,275,689       1,276,485         6.19          112,350        112,352           6.04
One to five years                    4,464,385       4,486,464         6.69          113,794        117,727           7.31
Five to 10 years                       422,426         430,249         7.01           15,682         14,113           9.62
After 10 years                         627,176         628,552         7.55            7,608          7,943           8.88
                                    ----------      ----------                      --------       --------
    Total                            6,789,676       6,821,750         6.70          249,434        252,135           6.93
Average Maturity                                                   4 yr. 2 mo.                                     2 yr. 1 mo.
FEDERAL RESERVE BANK STOCK,
  FEDERAL HOME LOAN BANK
  STOCK AND OTHER EQUITY
  INVESTMENTS                          403,142         403,888         7.04               --             --
                                    ----------      ----------                      --------       --------
    TOTAL PORTFOLIO                 $7,192,818      $7,225,638         6.72         $249,434       $252,135
                                    ==========      ==========                      ========       ========

<FN>

   <F1> This exhibit excludes trading securities, which are reported at estimated fair value on the Consolidated Balance
        Sheet. Trading securities totaled $70,486,000, $31,272,000 and $67,256,000 at December 31, 1997, 1996 and 1995,
        respectively.

   <F2> Taxable-equivalent basis.

   <F3> Maturities of asset-backed obligations are based on the remaining weighted average maturities.

------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    9
<PAGE> 11

<TABLE>
-------------------------------------------------------------------------------------------------------------------------
SHORT-TERM BORROWINGS
($ in Thousands)

<CAPTION>
                                             1997                          1996                          1995
                                  --------------------------     --------------------------    --------------------------
                                                    AVERAGE                        AVERAGE                       AVERAGE
                                  AMOUNT     RATE   MATURITY     AMOUNT     RATE   MATURITY    AMOUNT     RATE   MATURITY
                                  ------     ----   --------     ------     ----   --------    ------     ----   --------
<S>                              <C>         <C>    <C>        <C>         <C>    <C>        <C>         <C>    <C>
AT YEAR END
Federal funds purchased and
  repurchase agreements          $1,991,289   5.51%  15 days   $1,781,011   5.83%   8 days   $1,716,909   5.08%  15 days
Short-term FHLB advances          1,352,203   5.85  163 days       66,794   5.64  137 days       74,280   5.92   87 days
Treasury tax and loan notes         101,858   5.42    2 days      117,750   5.16    2 days      118,183   5.23    2 days
Commercial paper                      1,510   5.25   15 days       19,405   5.45   17 days       16,950   5.81   17 days
Other short-term borrowings          18,962   5.79    2 days        2,304   6.62    9 days        3,145   7.57    2 days
                                 ----------                    ----------                    ----------
    Total Short-term
     Borrowings                  $3,465,822   5.64   72 DAYS   $1,987,264   5.78   12 days   $1,929,467   5.13   17 days
                                 ==========                    ==========                    ==========

Average for the Year
Federal funds purchased and
  repurchase agreements          $1,974,987   5.36%            $1,355,976   5.34%            $1,429,122   5.47%
Short-term FHLB advances            661,778   5.71                 63,905   5.82                 72,411   6.19
Treasury tax and loan notes          85,666   5.23                 76,976   5.21                173,987   5.68
Commercial paper                     17,097   5.56                 18,222   5.42                 24,273   6.06
Other short-term borrowings           8,637   5.80                  4,723   5.86                  4,356   9.20
                                 ----------                    ----------                    ----------
    Total Short-term
     Borrowings                  $2,748,165   5.44             $1,519,802   5.36             $1,704,149   5.54
                                 ==========                    ==========                    ==========

Maximum Month-End Balance
Federal funds purchased and
  repurchase agreements          $2,466,340                    $1,781,011                    $1,854,611
Short-term FHLB advances          1,352,203                        73,939                        82,452
Treasury tax and loan notes         258,122                       435,780                       555,761
Commercial paper                     24,800                        21,660                        31,157
Other short-term borrowings          90,968                        38,067                         5,279
------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    10
<PAGE> 12

ITEM 2. PROPERTIES

      Mercantile and Mercantile Bank occupy 22 stories of the Mercantile
Tower, a 35-story building owned by Mercantile Bank and located at Seventh
and Washington Streets in St. Louis, Missouri. Among the other properties
owned by Mercantile Bank are a four-story, 222,400 square-foot data processing
center located at 1005 Convention Plaza in St. Louis, Missouri, a four-story,
101,827 square-foot banking facility located at 721 Locust Street, St. Louis,
Missouri and a two-story, 34,800 square foot banking facility located at 10
North Hanley Road, Clayton Missouri.

      Mercantile's subsidiaries own and lease other facilities in Missouri,
Illinois, Kansas, Iowa and Arkansas. See Note H to the Consolidated Financial
Statements included on page 63 in the Annual Report of the Registrant to its
Shareholders for the year ended December 31, 1997, which is incorporated
herein by reference.

ITEM 3. LEGAL PROCEEDINGS

      Mercantile and its subsidiaries are subject to various legal actions
and proceedings in the normal course of business, some of which involve
substantial claims for compensatory or punitive damages. Although litigation
is subject to many uncertainties and the ultimate exposure with respect to
these matters cannot be ascertained, management does not believe that the
final outcome of any known or threatened litigation will have a material
adverse effect on the financial condition of Mercantile.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

      See Part III, Item 10.


                                      PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

      Information concerning the Common Stock of the Registrant, included on
page 81 in the Annual Report of the Registrant to its Shareholders for the
year ended December 31, 1997, is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

      Selected Financial Data, included as Exhibit 3 on page 27 in the Annual
Report of the Registrant for the year ended December 31, 1997, is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

      Management's Discussion and Analysis of Financial Condition and Results
of Operations, included on pages 25 through 50 of the Annual Report of the
Registrant to its Shareholders for the year ended December 31, 1997, is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Quantitative and Qualitative Disclosures About Market Risk, included as
Exhibit 6 on page 32 and under the Section entitled "Interest Rate
Sensitivity" on page 33 of the Annual Report of the Registrant to its
Shareholders for the year ended December 31, 1997, is incorporated herein by
reference.

                                    11
<PAGE> 13

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The following consolidated financial statements, included in the Annual
Report of the Registrant to its Shareholders for the year ended December 31,
1997, are incorporated herein by reference.

<TABLE>
<CAPTION>
                                                                        ANNUAL REPORT
              STATEMENT                                                   REFERENCE
              ---------                                                 -------------
<S>                                                                         <C>
Independent Auditors' Report.                                               Page 51

Consolidated Statement of Income - Years ended December 31,
      1997, 1996 and 1995.                                                  Page 52

Consolidated Balance Sheet - December 31, 1997, 1996 and
      1995.                                                                 Page 53

Consolidated Statement of Changes in Shareholders' Equity -
      Years ended December 31, 1997, 1996 and 1995.                         Page 54

Consolidated Statement of Cash Flows - Years ended
      December 31, 1997, 1996 and 1995.                                     Page 55

Notes to Consolidated Financial Statements.                                 Pages 56-75
</TABLE>

      Selected Quarterly Financial Data, included as Exhibit 20 on page 50 in
the Annual Report of the Registrant to its Shareholders for the year ended
December 31, 1997, is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE

      Not applicable.


                                     PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information regarding directors is contained in "Election of Directors"
and "Beneficial Ownership of Stock by Management," included in the
Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders,
which information is incorporated herein by reference.

      The following is a list, as of February 27, 1998, of the names and ages
of the executive officers of Mercantile and all positions and offices with
Mercantile presently held by the person named. There is no family
relationship between any of the named persons.

                                    12
<PAGE> 14

<TABLE>
<CAPTION>
                                                        ALL POSITIONS AND OFFICES
      NAME                    AGE                         HELD WITH MERCANTILE
      ----                    ---                       -------------------------
<S>                           <C>       <C>
Thomas H. Jacobsen            58        Chairman of the Board, President and Chief Executive Officer

W. Randolph Adams             53        Senior Executive Vice President and Chief Administrative Officer

John Q. Arnold                54        Vice Chairman and Chief Financial Officer

Stanley J. Bradshaw           40        President, Mercantile Credit Corp, Inc.

John P. Dubinsky              54        Chairman, Mercantile Bank National Association

Richard C. King               53        President, Mercantile Bank National Association

John W. McClure               52        Vice Chairman, Financial Advisory Services

Jon W. Bilstrom               51        General Counsel and Secretary

Jon P. Pierce                 57        Executive Vice President, Human Resources

Arthur G. Heise               49        Senior Vice President and Auditor

Michael T. Normile            48        Senior Vice President, Finance and Control
</TABLE>

      The executive officers were appointed by and serve at the pleasure of
the Board of Directors of Mercantile. Messrs. Jacobsen, Adams, Arnold, King,
McClure, Bilstrom, Pierce, Heise and Normile have served as executive
officers of either Mercantile or Mercantile Bank for at least the last five
years. Mr. Bradshaw was Chairman of the Board, President and Chief Executive
Officer at Roosevelt Financial Group, Inc. and Roosevelt Bank prior to joining
Mercantile in July of 1997;  and Mr. Dubinsky served as President and Chief
Executive Officer at Mark Twain Bancshares, Inc. prior to joining Mercantile in
April of 1997.

ITEM 11. EXECUTIVE COMPENSATION

      Information regarding executive compensation is contained in
"Compensation of Executive Officers," included in the Registrant's Proxy
Statement for the 1998 Annual Meeting of Shareholders, which is incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information regarding security ownership of certain beneficial owners
and management is contained in "Voting Securities and Principal Holders
Thereof" and "Beneficial Ownership of Stock by Management," included in the
Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders,
which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information regarding certain relationships and related transactions is
contained in "Interest of Management and Others in Certain Transactions,"
included in the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders, which is incorporated herein by reference.

                                    13
<PAGE> 15

                                        PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)    (1)    Financial Statements: Incorporated herein by reference,
                       are Listed in Item 8 hereof.

                (2)    Financial Statement Schedules:

                       None.

                (3)    Exhibits: See Exhibit Index at page 17 hereof.

         (b)    Reports on Form 8-K

                The Registrant filed one (1) Current Report on Form 8-K on
         October 3, 1997.  In that Report, under Item 5, Registrant disclosed
         that in connection with the assimilation of Roosevelt Financial Group,
         Inc. ("Roosevelt"), which was acquired by the Registrant on July 1,
         1997, the Registrant would record in the third quarter of 1997 a
         one-time pre-tax charge of $84,000,000, or an after tax-charge of
         approximately $.44 per share (giving effect to the 3-for-2 stock split
         paid in the form of a stock dividend on October 1, 1997).  In that same
         Current Report on Form 8-K, under Item 5, the Registrant also disclosed
         that Mercantile Bank and Direct Merchants Credit Card Bank, National
         Association ("Direct Merchants"), a national banking association and
         wholly owned subsidiary of Metris Companies Inc., located in St. Louis
         Park, Minnesota, entered into a Purchase Agreement, dated September 25,
         1997, pursuant to which Direct Merchants would acquire the portion of
         Mercantile Bank's credit card portfolio representing former co-branded
         accounts.  The acquired portfolio contained approximately 500,000
         accounts and $420 million in receivables and represented 35% of
         Mercantile Bank's total managed credit card receivables.  The Current
         Report also disclosed that in connection with the Direct Merchants
         transaction, the Registrant would record a one-time pre-tax charge of
         approximately $50,000,000, or an after-tax charge of $.25 per share
         (giving effect to the 3-for-2 stock split paid in the form of a stock
         dividend on October 1, 1997).

                                    14
<PAGE> 16

                                    SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    MERCANTILE BANCORPORATION INC.
                                            (Registrant)



Date: March 27, 1998                By: /s/  Thomas H. Jacobsen
                                       -----------------------------------------
                                                 Thomas H. Jacobsen
                                           Chairman of the Board, President,
                                         Chief Executive Officer and Director


                              POWER OF ATTORNEY

      We, the undersigned officers and directors of Mercantile Bancorporation
Inc., hereby severally and individually constitute and appoint Thomas H.
Jacobsen and John Q. Arnold, and each of them, the true and lawful attorneys
and agents of each of us to execute in the name, place and stead of each of
us (individually and in any capacity stated below) any and all amendments to
this Annual Report on Form 10-K and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with
or without the others and to have full power and authority to do and perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                           TITLE                                Date
               ---------                           -----                                ----
<S>                                     <C>                                      <C>
/s/  Thomas H. Jacobsen
----------------------------------      Chairman of the Board, President and     March 27, 1998
     (Thomas H. Jacobsen)                      Chief Executive Officer
  Principal Executive Officer


/s/  John Q. Arnold
----------------------------------      Vice Chairman and Chief Financial        March 27, 1998
        (John Q. Arnold)                             Officer
  Principal Financial Officer


/s/  Michael T. Normile
----------------------------------      Senior Vice President, Finance and       March 27, 1998
     (Michael T. Normile)                             Control
  Principal Accounting Officer


/s/  Richard E. Beumer
----------------------------------      Director                                 February 20, 1998
       (Richard E. Beumer)

                                    15
<PAGE> 17


<CAPTION>
               SIGNATURE                           TITLE                                Date
               ---------                           -----                                ----
<S>                                     <C>                                      <C>

/s/  Harry M. Cornell, Jr.
----------------------------------      Director                                 February 20, 1998
    (Harry M. Cornell, Jr.)


----------------------------------      Director
    (Dr. Henry Givens, Jr.)


/s/  William A. Hall
----------------------------------      Director                                 February 20, 1998
      (William A. Hall)


/s/  Thomas A. Hays
----------------------------------      Director                                 February 20, 1998
        (Thomas A. Hays)


/s/ Frank Lyon, Jr.
----------------------------------      Director                                 February 20, 1998
      (Frank Lyon, Jr.)


/s/  Robert W. Murray
----------------------------------      Director                                 February 20, 1998
     (Robert W. Murray)


/s/ Harvey Saligman
----------------------------------      Director                                 February 20, 1998
        (Harvey Saligman)


/s/  Craig D. Schnuck
----------------------------------      Director                                 February 20, 1998
      (Craig D. Schnuck)


----------------------------------      Director
      (Alvin J. Siteman)


/s/  Robert L. Stark
----------------------------------      Director                                 February 20, 1998
      (Robert L. Stark)


/s/ Patrick T. Stokes
----------------------------------      Director                                 February 20, 1998
     (Patrick T. Stokes)


/s/  John A. Wright
----------------------------------      Director                                 February 19, 1998
        (John A. Wright)
</TABLE>

                                    16
<PAGE> 18

<TABLE>
                                                   EXHIBIT INDEX

<CAPTION>
Exhibit No.                                          Description
----------                                           -----------
<C>              <S>
No. 3-1(a)       Restated Articles of Incorporation of the Registrant, as amended and currently in effect, filed
                 as Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
                 are incorporated herein by reference.

No. 3-1(b)       Third Amended and Restated Certificate of Designation, Preferences and Rights of Series A Junior
                 Participating Preferred Stock of the Registrant.

No. 3-2          By-Laws of the Registrant, as amended and currently in effect, filed as Exhibit 3.2 to Amendment
                 No. 2 to Registrant's Registration Statement No. 333-17757, are incorporated herein by
                 reference.

No. 4-1          Form of Indenture Regarding Subordinated Securities between the Registrant and The First
                 National Bank of Chicago as Trustee, filed on March 31, 1992 as Exhibit 4.1 to Registrant's
                 Report on Form 8-K dated September 24, 1992, is incorporated herein by reference.

No. 4-2          Rights Agreement dated as of May 23, 1988, between  Registrant and Mercantile Bank National
                 Association, as  Rights Agent (including as exhibits thereto the form of  Certificate of
                 Designation, Preferences and Rights of  Series A Junior Participating Preferred Stock and the
                 form  of Rights Certificate) filed as Exhibits 1 and 2 to  Registrant's Registration Statement
                 on Form 8-A, dated May 24, 1988, is incorporated herein by reference.

No. 4-3          Form of Indenture Regarding Senior Debt Securities, filed as Exhibit 4.1 to Registrant's
                 Registration Statement No. 333-25775, is incorporated herein by reference.

No. 4-4          Form of Indenture Regarding Subordinated Debt Securities, filed as Exhibit 4.2 to Registrant's
                 Registration Statement No. 333-25775, is incorporated herein by reference.

No. 4-5          Indenture, dated February 4, 1997, First Supplemental Indenture, dated February 4, 1997, and
                 Supplemental Indenture of First Supplemental Indenture, dated May 22, 1997, between the Company,
                 as issuer, and The Chase Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5, 4.6 and
                 4.12, respectively, to the Company's Registration Statement on Form S-4 (No. 333-25131), are
                 incorporated herein by reference.

No. 10-1         The Mercantile Bancorporation Inc. 1987 Stock Option Plan, as amended, filed as Exhibit 10-3 to
                 Registrant's Report on Form 10-K for the year ended December 31, 1989 (Commission File No.
                 1-11792), is incorporated herein by reference.<F*>

No. 10-2         The Mercantile Bancorporation Inc. Amended and Restated Executive Incentive Compensation Plan,
                 filed as Annex H to Registrant's definitive Proxy Statement for the 1997 Annual Meeting of
                 Shareholders, is incorporated herein by reference.<F*>

No. 10-3         The Mercantile Bancorporation Inc. Employee Stock Purchase Plan, filed as Exhibit 10-7 to
                 Registrant's Report on Form 10-K for the year ended December 31, 1989 (Commission File No.
                 1-11792), is incorporated herein by reference.<F*>

No. 10-4         The Mercantile Bancorporation Inc. 1991 Employee Incentive Plan, filed as Exhibit 10-7 to
                 Registrant's Report on Form 10-K for the year ended December 31, 1990 (Commission File No.
                 1-11792), is incorporated herein by reference.<F*>

                                    17
<PAGE> 19

<CAPTION>
Exhibit No.                                          Description
----------                                           -----------
<C>              <S>
No. 10-5         Amendment Number One to the Mercantile Bancorporation Inc.  1991 Employee Incentive Plan, filed
                 as Exhibit 10-6 to Registrant's Report on Form 10-K for the year ended December 31, 1994, is
                 incorporated herein by reference.<F*>

No. 10-6         The Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan, filed as Annex G
                 to Registrant's definitive Proxy Statement for the 1997 Annual Meeting of Shareholders, is
                 incorporated herein by reference.<F*>

No. 10-7         The Mercantile Bancorporation Inc. 1994 Stock Incentive Plan for Non-Employee Directors, filed
                 as Appendix E to Registrant's definitive Proxy Statement for the 1994 Annual Meeting of
                 Shareholders, is incorporated herein by reference.<F*>

No. 10-8         The Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan,
                 filed as Exhibit 10.1 to Registrant's Registration Statement on Form S-8 (File No. 333-47713),
                 is incorporated herein by reference.<F*>

No. 10-9         Employment Agreement for Thomas H. Jacobsen, as amended and restated.<F*>

No. 10-10        Form of Change of Control Employment Agreement for John W. McClure, W. Randolph Adams, John Q.
                 Arnold and Certain Other Executive Officers, filed as Exhibit 10-10 to Registrant's Report on
                 Form 10-K for the year ended December 31, 1989 (Commission File No. 1-11792), is incorporated
                 herein by reference.<F*>

No. 10-11        Mercantile Bancorporation Inc. Supplemental Retirement Plan, filed as Exhibit 10-12 to
                 Registrant's Report on Form 10-K for the year ended December 31, 1992, is incorporated herein by
                 reference.<F*>

No. 10-12        Mercantile Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee Affiliate
                 Directors and Advisory Directors, filed as Exhibit 10.3 to Registrant's Registration statement
                 on Form S-8 (File No. 333-47713), is incorporated herein by reference.<F*>

No. 10-13        Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for Non-Employee
                 Directors, filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-8 (File No.
                 333-47713), is incorporated herein by reference.<F*>

No. 10-14        Agreement and Plan of Reorganization, dated October 27, 1996, by and among Mercantile
                 Bancorporation Inc., Ameribanc, Inc. and Mark Twain Bancshares, Inc., filed as Exhibit 2.1 to
                 Registrant's Report on Form 8-K filed on November 6, 1996, is incorporated herein by reference.

No. 10-15        Amendment to Agreement and Plan of Reorganization, dated January 24, 1997, by and among
                 Registrant, Ameribanc, Inc. and Mark Twain Bancshares, Inc., filed as Exhibit 10-16 to Amendment
                 No. 2 to Registrant's Registration Statement No. 333-17757, is incorporated herein by reference.

No. 10-16        Stock Option Agreement, dated October 27, 1996, by and between Mercantile Bancorporation Inc.,
                 as grantee, and Mark Twain Bancshares, Inc., as issuer, filed as Exhibit 2.2 to Registrant's
                 Report on Form 8-K filed on November 6, 1996, is incorporated herein by reference.

No. 10-17        Agreement and Plan of Reorganization, dated December 22, 1996, by and between Mercantile
                 Bancorporation Inc. and Roosevelt Financial Group, Inc., filed as Exhibit 2.1 to Registrant's
                 Report on Form 8-K filed on December 30, 1996, is incorporated herein by reference.

                                    18
<PAGE> 20

<CAPTION>
Exhibit No.                                          Description
----------                                           -----------
<C>              <S>
No. 10-18        Stock Option Agreement, dated December 22, 1996, by and between Mercantile Bancorporation Inc.,
                 as grantee, and Roosevelt Financial Group, Inc., as issuer, filed as Exhibit 2.1 to Registrant's
                 Report on Form 8-K filed on December 30, 1996, is incorporated herein by reference.

No. 10-19        Employment Agreement for Alvin J. Siteman, dated November 18, 1996, filed as Exhibit 10.3 to
                 Registrant's Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by
                 reference.<F*>

No. 10-20        Employment Agreement for John P. Dubinsky, dated October 27, 1996, filed as Exhibit 10.4 to
                 Registrant's Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by
                 reference.<F*>

No. 10-21        Employment Agreement for Stanley J. Bradshaw, dated December 22, 1996, filed as Exhibit 10 to
                 Registrant's Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by
                 reference.<F*>

No. 13           Annual Report of the Registrant to its Shareholders for the year ended December 31, 1997.

No. 21           Subsidiaries of the Registrant as of February 27, 1998.

No. 23           Consent of KPMG Peat Marwick LLP.

No. 24           Power of Attorney (on signature page).

No. 27           Financial Data Schedule.

<FN>
-----------
<F*>Management contract or compensatory plan or arrangement.
</TABLE>

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