SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under The Securities Exchange Act of 1934
(Amendment No. 2)
Commerce Clearing House Inc.
________________________________________
(Name Of Issuer)
Class B Common Stock
____________________________________________________________
(Title of Class of Securites)
200597201
(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 5% 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 rule13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
SEC 1745 (9-82)<PAGE>
CUSIP No. 200597201 13G Page 2 of 6 Pages
Commerce Clearing House Inc.
1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION
NO. OF ABOVE PERSON.
Chemical Banking Corporation - CBC
Chemical Bank - CB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A)
(B)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Chemical Banking Corporation - CBC
Chemical Bank - CB
NUMBER
OF
SHARES 5 SOLE VOTING POWER
CBC - None
CB - None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
NONE
EACH
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
CBC - None
CB - None
WITH 8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CBC - None
CB - None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
CBC - 0%
CB - 0%
12 TYPE OF PERSON REPORTING*
CBC - HC
CB - BK
* SEE INSTRUCTION BEFORE FILLING OUT!
Commerce Clearing House Inc.
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: Commerce Clearing House Inc.
Item 1(b). Address of Issuer: 2700 Lake Cook Road
Riverwoods, Illinois 60015
Principal Executive Officer: Mr. Edward L. Massis,
President and CEO
Item 2(a). Name of Person Filing: This notice is filed by
CHEMICAL BANKING CORPORATION (CBC) and its wholly
owned subsidiary, Chemical Bank (CB).
Item 2(b). Address of Principal Business
CBC: 270 Park Avenue
Office: New York, NY 10017
CB: 270 Park Avenue
New York, NY 10017
Item 2(c). Citizenship:
CBC - Delaware
CB - New York
Item 2(d). Title of Class of Securities: Class A Par
Item 2(e). CUSIP Number: 200597201
Page 3 of 6
<PAGE>
Commerce Clearing House Inc.
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 registered under Section 15 of
the Act.
(b) [ X ] Bank as defined in Section 3(a)(6) of the Act.
(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) [ ] 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)].
(g) [ X ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-
1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned: CBC - None
CB - None
(b) Percent of Class: CBC - 0%
CB - 0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
CBC - None
CB - None
(ii) Shared power to vote or to direct the
vote:
Page 4 of 6
<PAGE>
Commerce Clearing House Inc.
(iii) Sole power to dispose or to direct the
disposition of:
CBC - None
CB - None
(iv) Shared power to dispose or to direct the
disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class:
Yes
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Holds the Security Being Reported on by the
Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on
behalf of both CBC and its subsidiary, CB. In lieu of
attaching an exhibit hereto, the identity of CB is as set
forth on the cover page hereof. CB is classified as a Bank, as
such term is defined in Section (3) (a) (6) of the Securities
Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of
this Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Page 5 of 6
<PAGE>
Commerce Clearing House Inc.
Item 10. Certification:
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 did 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 purpose or effect.
Signature: 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.
Dated: February 10, 1996
CHEMICAL BANK CHEMICAL BANKING CORPORATION
/s/John B. Wynne /s/John B. Wynne
John B. Wynne John B. Wynne
Corporate Secretary Corporate Secretary
Page 6 of 6
