SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
UMB FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
902 788 108
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
* This statement constitutes Amendment No. 2 to the Schedule
13G, as amended February 13, 1995, previously filed by UMB Bank,
N.A. (formerly United Missouri Bank, n.a.) ("UMB"), UMB's parent,
UMB Financial Corporation (formerly United Missouri Bancshares,
Inc.) the UMB Financial Corporation Employee Stock Ownership Plan
(the "UMBFC ESOP"), with respect to the common stock, par value
$1.00 per share (the "Common Stock"), of UMB Financial
Corporation, a Missouri corporation (the "Issuer").
Page 1 of 12 Pages
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 2 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB BANK, N.A. ("UMB")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially owned by UMB With:
5. Sole Voting Power: 242,390. UMB disclaims beneficial
ownership of these shares.
6. Shared Voting Power: 395,005. UMB disclaims beneficial
ownership of these shares.
7. Sole Dispositive Power: 2,169,719. UMB disclaims beneficial
ownership of 242,290 of these shares.
8. Shared Dispositive Power: 395,005. UMB disclaims
beneficial ownership of these shares.
9. Aggregate Amount Beneficially Owned by UMB: 2,564,724.
Beneficial ownership is disclaimed as to all of these
shares.
10. Check Box if the Aggregate Amount in Row (9) excludes
Certain Shares: [X] Such amount excludes 3,661,095 shares
of the Issuer's Common Stock held by UMB in agency accounts
that may be voted only upon instructions from the beneficial
owners or held by UMB in trusts and estates and may be voted
only upon the instructions of persons having voting control.
11. Percent of Class Represented by Amount in Row 9: 13.7%
12. Type of Reporting Person: BK
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 3 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION ("UMBFC")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by UMBFC With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC: -0-
10. Check Box if the Aggregate Amount in Row (9) excludes
Certain Shares: [X] Such amount excludes 6,230,819 shares
of the Issuer's Common Stock are held by a subsidiary in
various capacities as to which UMBFC has no voting or
dispositive power.
11. Percent of Class Represented by Amount in Row 9: 0%
12. Type of Reporting Person: HC
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 4 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
("UMBFC ESOP")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by the UMBFC ESOP With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 1,927,329. Beneficial ownership is
disclaimed as to all of these shares held on behalf of the
UMBFC ESOP participants.
7. Sole Dispositive Power: 1,927,329.
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC ESOP:
1,927,329. Beneficial ownership is disclaimed as to all of
these shares held on behalf of the UMBFC ESOP participants.
10. Check Box if the Aggregate Amount in Row (9) excludes
Certain Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 10.3%
12. Type of Reporting Person: EP
<PAGE>
CUSIP NO. 902 788 108 Page 5 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Item 1(a) Name of Issuer:
UMB Financial Corporation, a Missouri corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1010 Grand Avenue, Kansas City, Missouri 64106
Item 2(a) Names of Persons Filing:
(i) UMB Bank, N.A. ("UMB")
(ii) UMB Financial Corporation ("UMBFC")
(iii) UMB Financial Corporation Employee Stock
Ownership Plan ("UMBFC ESOP")
Item 2(b) Address of Principal Business or, if none,
Residence:
Both UMB and UMBFC maintain their principal
executive offices at, and the address for the
UMBFC ESOP is, 1010 Grand Avenue, Kansas City,
Missouri 64106
Item 2(c) Citizenship:
UMBFC is a corporation organized under the laws of
the State of Missouri, UMB is a national banking
association chartered by the United States and the
UMBFC ESOP is a trust organized in the State of
Missouri.
Item 2(d) Title of Class of Securities: common stock, par
value $1.00 per share (the "Common Stock").
Item 2(e) CUSIP Number: 902 788 108
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 6 of 12 Pages
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer under Section 15 of
the Act
(b) [ X ] Bank as defined in section 3(a)(6) of
the Act (UMB)
(c) [ ] Insurance Company as defined in
section 3(a)(19) of the Act
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
section 203 of the Investment Advisers Act of
1940
(f) [ X ] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-
1(b)(1)(ii)(F) (UMBFC ESOP)
(g) [ X ] Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G) (Note: See
Item 7) (UMBFC)
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
The UMBFC ESOP may be deemed to beneficially own in excess
of 5% of the Issuer's Common Stock and is filing this statement
as a result thereof. As trustee of the UMBFC ESOP, UMB may have
certain voting and dispositive powers over such shares and is
filing this schedule as a result of having such powers. UMBFC
owns 100 percent of the outstanding stock of UMB and is filing
this statement solely as a result of such stock ownership.
Item 4. Ownership.
The UMBFC ESOP may be deemed to beneficially own certain
shares of the Issuer's Common Stock held by the UMBFC ESOP. The
UMBFC ESOP participants exercise voting and dispositive powers
over the shares of the Issuer's Common Stock held in the UMBFC
ESOP allocated to their accounts as they have the right to direct
the
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 7 of 12 Pages
voting of such shares. To the extent that participants in the
UMBFC ESOP do not give UMB, as trustee of the UMBFC ESOP, the
shares of Issuer's Common Stock held by the UMBFC ESOP are voted
in the discretion of the UMBFC ESOP's Administrative Committee.
Therefore, the UMBFC ESOP may be deemed to beneficially own
shares of the Issuer's Common Stock as follows.
(a) Amount Beneficially Owned: 1,927,329. Beneficial
ownership is disclaimed as to all of these shares of
the Issuer's Common Stock. Such stock is held on
behalf of the UMBFC ESOP participants.
(b) Percent of Class: 10.3%
(c) Number of shares as to which the UMBFC ESOP has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
1,927,329. Beneficial ownership is
disclaimed as all of these shares of Issuer's
Common Stock. Such shares are held on behalf
of the UMBFC ESOP participants.
(iii) sole power to dispose or to direct the
disposition of: 1,927,329.
(iv) shared power to dispose or to direct the
disposition of: -0-.
UMB may be deemed to beneficially own certain shares of
Issuer Common Stock including the shares held by the UMBFC ESOP,
of which UMB is trustee, and shares of Common Stock held in other
capacities. As trustee of the UMBFC ESOP, UMB may be deemed to
have shared voting and sole dispositive power over the UMBFC ESOP
shares of Common Stock, although UMB disclaims beneficial
ownership over such shares. With respect to the shares of Common
Stock held in other capacities, UMB may also be deemed to have
either sole or shared voting power over certain shares of Common
Stock and/or either sole or shared dispositive power over certain
shares of Common Stock. UMB disclaims beneficial ownership over
any and all shares of Common Stock held in other capacities as
well as shares held by UMB in custodial accounts over which UMB
has no voting or dispositive powers.
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 8 of 12 Pages
Therefore, UMB may be deemed to beneficially own shares of
the Issuer's Common Stock as follows.
(a) Amount Beneficially Owned: 2,564,724. Beneficial
ownership is disclaimed as to all of these shares.
Such amount excludes 3,661,095 shares of Issuer Common
Stock held by UMB in agency accounts and may be voted
only upon instructions from the beneficial owners or
are held in trusts and estates and may be voted only
upon the instructions of persons having voting control.
(b) Percent of Class: 13.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
242,390. These shares of Issuer Common Stock
are held in trusts and estates for which UMB
is sole fiduciary; however, UMB has elected
not to vote such shares and disclaims
beneficial ownership of them.
(ii) shared power to vote or to direct the vote:
395,005. Beneficial ownership is disclaimed
as to all of these shares.
(iii) sole power to dispose or to direct the
disposition of: 2,169,719. 242,390 of these
shares of Issuer Common Stock are held in
trusts and estates for which UMB is sole
fiduciary; however, UMB has elected not to
vote such shares and disclaims beneficial
ownership of them.
(iv) shared power to dispose or to direct the
disposition of: 395,005. UMB disclaims
beneficial ownership of these shares.
UMBFC does not have the power to vote any of the Common
Stock it holds in treasury and does not exercise or direct the
exercise of any voting or dispositive power over the shares of
the Issuer's Common Stock reported herein and is precluded by
applicable law from directing the exercise of such power over
said shares of the Issuer's Common Stock.
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 9 of 12 Pages
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Although the UMBFC ESOP participants generally have no
direct rights or powers with respect to dividends paid on or the
proceeds from the sale of shares of the Issuer's Common Stock
held by the UMBFC ESOP, such participants have the right to
receive vested amounts representing dividends on the shares
allocated to their accounts and elect to receive cash from
proceeds their UMBFC ESOP accounts upon distribution thereof in
accordance with the terms of the UMBFC ESOP.
Item 7 Identification and Classification of the
Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company.
Information as to UMB, which is jointly filing
this statement with UMBFC, is presented above.
Item 8 Identification and Classification of Members of
the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
See below.
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 10 of 12 Pages
Signature
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
UMB Bank, N.A.
Dated: February 13, 1996 By /s/David D. Miller
__________________ _____________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1996 By /s/David D. Miller
__________________ __________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Inc. Employee Stock Ownership Plan
and Trust
By: UMB Bank, N.A.,
Trustee
Dated: February 13, 1996 By /s/David D. Miller
__________________ _________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 11 of 12 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 12 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule 13G
to which this Exhibit is attached with respect to the Common
Stock, par value $1.00 per share, of UMB Financial Corporation, a
Missouri corporation, and consent to this Joint Filing Agreement
being included as an Exhibit to such filing. In evidence thereof
the undersigned hereby execute this Agreement this 13th day of
February, 1996.
UMB BANK, N.A.
Dated: February 13, 1996 By /s/David D. Miller
_________________ ________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1996 By /s/David D. Miller
_________________ __________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Employee Stock Ownership Plan
and Trust
By: UMB Bank, N.A.,
Trustee
Dated: February 13, 1996 By /s/David D. Miller
_________________ _________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
