COMERICA INC /NEW/
10-Q, 1996-08-09
NATIONAL COMMERCIAL BANKS
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<PAGE> 1





                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended        June 30, 1996  

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to              

Commission file number                1-10706                

                              Comerica Incorporated               
            (Exact name of registrant as specified in its charter)

            Delaware                              38-1998421      
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)


                       Comerica Tower at Detroit Center
                               Detroit, Michigan
                                     48226                 
                   (Address of principal executive offices)
                                  (Zip Code)

                                (313) 222-3300                   
             (Registrant's telephone number, including area code)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes    X      No        

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

      $5 par value common stock:
          outstanding as of July 31, 1996:  114,979,000 shares
<PAGE>
<PAGE> 2
PART I.  FINANCIAL INFORMATION
<TABLE>
CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
<CAPTION>

                                          June 30,    December 31,      June 30,
(In thousands, except share data)             1996            1995          1995   
                                       -----------    ------------   -----------
<S>                                    <C>            <C>            <C>
ASSETS
Cash and due from banks                $ 1,677,375    $ 2,028,375    $ 1,674,750

Interest-bearing deposits with banks       228,589         23,568        112,417
Federal funds sold and securities
  purchased under agreements to 
  resell                                   442,850        203,798        608,300
Trading account securities                   5,032         10,668          9,313
Loans held for sale                         58,454        511,562        142,100
  
Investment securities available 
  for sale                               5,590,562      6,859,310      2,897,875
Investment securities held to 
  maturity (estimated fair value
  of $4,757,777 at 6/30/95)                      -              -      4,804,396
                                       -----------    -----------    -----------
     Total investment securities         5,590,562      6,859,310      7,702,271
Commercial loans                        13,208,865     12,041,009     11,687,285
International loans                      1,505,585      1,384,814      1,223,631
Real estate construction loans             698,592        641,432        521,530
Commercial mortgage loans                3,603,524      3,254,041      3,175,013
Residential mortgage loans               2,009,141      2,221,359      2,501,476
Consumer loans                           4,643,212      4,570,015      4,610,586
Lease financing                            360,038        329,608        274,600
                                       -----------    -----------    -----------
     Total loans                        26,028,957     24,442,278     23,994,121
Less allowance for loan losses            (364,601)      (341,344)      (337,879)
                                       -----------    -----------    -----------
     Net loans                          25,664,356     24,100,934     23,656,242
Premises and equipment                     462,480        455,002        460,170
Customers' liability on acceptances 
  outstanding                              104,027         21,135         40,460
Accrued income and other assets          1,152,402      1,255,522      1,045,453
                                       -----------    -----------    -----------
     TOTAL ASSETS                      $35,386,127    $35,469,874    $35,451,476
                                       ===========    ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits (noninterest- 
  bearing)                             $ 6,280,195    $ 5,579,536    $ 5,239,315
Interest-bearing deposits               16,176,726     15,461,213     15,062,885
Deposits in foreign offices                491,418      2,126,466      1,586,916
                                       -----------    -----------    -----------
     Total deposits                     22,948,339     23,167,215     21,889,116
Federal funds purchased and 
  securities sold under 
  agreements to repurchase                 355,547      3,206,612        476,563
Other borrowed funds                     3,790,109      1,467,550      5,870,111
Acceptances outstanding                    104,027         21,135         40,460
Accrued expenses and other 
  liabilities                              276,881        355,219        279,208
Medium- and long-term debt               5,045,054      4,644,416      4,411,281
                                       -----------    -----------    -----------
     Total liabilities                  32,519,957     32,862,147     32,966,739
Nonredeemable preferred stock 
  - $50 stated value:
  Authorized - 5,000,000 shares
  Issued - 5,000,000 shares at
    6/30/96                                250,000              -              -
Common stock - $5 par value:
  Authorized - 250,000,000 shares
  Issued-119,294,531 shares at 
    6/30/96, 115,094,531 shares at
    12/31/95 and 115,212,031 shares
    at 6/30/95                             596,473        575,473        576,060
Capital surplus                            509,432        408,644        417,274
Unrealized gains and losses on  
  investment securities available
  for sale                                 (81,428)        (4,141)        (2,268)
Retained earnings                        1,773,684      1,640,980      1,510,008
Less cost of common stock in 
  treasury-4,371,333 shares at 6/30/96,
  490,704 shares at 12/31/95 and
  627,316 shares at 6/30/95               (181,991)       (13,229)       (16,337)
                                       -----------    -----------    -----------
     Total shareholders' equity          2,866,170      2,607,727      2,484,737
                                       -----------    -----------    -----------
     TOTAL LIABILITIES AND 
       SHAREHOLDERS' EQUITY            $35,386,127    $35,469,874    $35,451,476
                                       ===========    ===========    ===========
/TABLE
<PAGE>
<PAGE> 3
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Comerica Incorporated and Subsidiaries
<CAPTION>
                                            Three Months Ended          Six Months Ended
                                                 June 30                    June 30   
                                           --------------------     ------------------------
(In thousands, except per share data)          1996        1995           1996          1995
                                           --------    --------     ----------    ----------
<S>                                        <C>         <C>          <C>           <C>
INTEREST INCOME
Interest and fees on loans                 $540,923    $527,860     $1,077,801    $1,017,603
Interest on investment securities:
  Taxable                                    93,300     119,423        201,621       238,414
  Exempt from federal income tax              5,055       7,054         10,383        13,824
                                           --------    --------     ----------    ---------- 
       Total interest on investment 
         securities                          98,355     126,477        212,004       252,238

Trading account interest                         46         103            121           154 
Interest on federal funds sold and 
  securities purchased under agreements 
  to resell                                   1,403       1,908          3,147         2,636
Interest on time deposits with banks            326       2,251            444         6,451
Interest on loans held for sale               1,139       1,393          3,105         2,532
                                           --------    --------     ----------    ----------
       Total interest income                642,192     659,992      1,296,622     1,281,614

INTEREST EXPENSE
Interest on deposits                        171,927     182,411        352,817       354,236
Interest on short-term borrowings:
  Federal funds purchased and securities 
     sold under agreements to repurchase     23,857      41,676         57,053        82,052
  Other borrowed funds                       27,762      40,348         57,301        70,749
Interest on medium- and long-term debt       76,071      69,786        147,321       134,526
Net interest rate swap (income)/expense     (13,914)      2,720        (23,620)        4,514 
                                           --------    --------     ----------    ----------
       Total interest expense               285,703     336,941        590,872       646,077
                                           --------    --------     ----------    ----------
       Net interest income                  356,489     323,051        705,750       635,537
Provision for loan losses                    25,000      15,500         53,500        27,500
                                           --------    --------     ----------    ----------
       Net interest income after 
         provision for loan losses          331,489     307,551        652,250       608,037

NONINTEREST INCOME
Income from fiduciary activities             33,289      31,993         66,894        62,734
Service charges on deposit accounts          35,600      32,141         70,740        63,988
Customhouse broker fees                       2,640       9,099         10,764        18,348
Revolving credit fees                         4,518       9,379         11,442        16,254
Securities gains                              3,310          71          3,670           272
Other noninterest income                     41,433      35,749         94,708        72,175
                                           --------    --------     ----------    ----------
       Total noninterest income             120,790     118,432        258,218       233,771

NONINTEREST EXPENSES
Salaries and employee benefits              143,036     140,760        288,960       277,867
Net occupancy expense                        25,742      24,390         52,573        48,657
Equipment expense                            16,790      16,854         34,836        33,883
FDIC insurance expense                          639      11,073          1,265        21,918
Telecommunications expense                    7,419       7,104         15,057        14,797
Other noninterest expenses                   76,570      72,401        156,480       139,676
                                           --------    --------     ----------    ----------
       Total noninterest expenses           270,196     272,582        549,171       536,798
                                           --------    --------     ----------    ----------
Income before income taxes                  182,083     153,401        361,297       305,010
Provision for income taxes                   63,862      51,869        126,470       103,456
                                           --------    --------     ----------    ----------
NET INCOME                                 $118,221    $101,532     $  234,827    $  201,554
                                           ========    ========     ==========    ==========
Net income applicable to common stock      $118,221    $101,532     $  234,827    $  201,554
                                           ========    ========     ==========    ==========
Net income per share                          $1.00       $0.86          $1.98         $1.71
Average common and common 
  equivalent shares                         118,098     118,438        118,620       117,865

Cash dividends declared                     $45,088     $40,932        $86,327       $78,148
Dividends per share                           $0.39       $0.35          $0.74         $0.67

</TABLE>
<PAGE>
<PAGE> 4
<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Comerica Incorporated and Subsidiaries
<CAPTION>
               Nonredeem-
                 able                           Unrealized                         Total
               Preferred  Common     Capital    Gains/      Retained    Treasury   Shareholders'
(in thousands) Stock      Stock      Surplus    (Losses)    Earnings    Stock      Equity    
               ---------  ---------  ---------  ----------  ----------  ---------  -------------
<S>            <C>        <C>        <C>        <C>         <C>         <C>        <C>
BALANCES AT 
 JANUARY 1, 
  1995         $      -   $596,473   $525,052   $  (55,039) $1,390,405  $ (65,111) $2,391,780
Net income for
  1995                -          -          -            -     201,554          -     201,554
Cash dividends
 declared             -          -          -            -     (78,148)         -     (78,148)
Purchase of
 1,346,600
 shares               -          -          -            -           -    (36,623)    (36,623)
Purchase and
 retirement of
 4,082,500 
 shares               -    (20,413)  (109,168)           -           -          -    (129,581)
Issuance of
 shares:
 Employee stock 
  plans               -          -       (242)           -      (3,803)    10,834       6,789
 Acquisitions         -          -      1,137            -           -     74,563      75,700
Amortization of
 deferred
 compensation         -          -        495            -           -          -         495
Change in 
 unrealized
 gains/(losses)
 on securities
 available for
 sale                 -          -          -       52,771           -          -      52,771 
               --------   --------   --------    ---------   ---------  ---------  ----------
BALANCES AT 
 JUNE 30, 
 1995          $      -   $576,060   $417,274   $   (2,268) $1,510,008  $ (16,337) $2,484,737
               ========   ========   ========   ==========  ==========  =========  ==========

BALANCES AT 
 JANUARY 1, 
 1996          $      -   $575,473   $408,644   $   (4,141) $1,640,980  $ (13,229) $2,607,727
Net income for 
 1996                 -          -          -            -     234,827          -     234,827
Issuance of 
 preferred
 stock          250,000          -     (3,125)           -           -          -     246,875
Cash dividends 
 declared
 on common
 stock                -          -          -            -     (86,327)         -     (86,327)
Purchase of
 4,986,626 
 shares of
 common stock         -          -          -            -           -   (208,653)   (208,653)
Issuance of
 common stock
 for:
  Employee 
   stock plans        -          -      4,993            -     (16,004)    30,633      19,622
  Acquisitions        -     21,000     98,472            -         208      9,258     128,938
Amortization of
 deferred 
 compensation         -          -        448            -           -          -         448
Change in 
 unrealized 
 gains/(losses)
 on securities 
 available for 
 sale                 -          -          -      (77,287)          -          -     (77,287)
               --------   --------   --------    ---------   ---------  ---------  ----------
BALANCES AT 
 JUNE 30, 
 1996          $250,000   $596,473   $509,432   $  (81,428) $1,773,684  $(181,991) $2,866,170
               ========   ========   ========   ==========  ==========  =========  ==========

</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Comerica Incorporated and Subsidiaries
<CAPTION>
                                                         Six Months Ended
                                                              June 30 
                                                   ---------------------------
(in thousands)                                             1996           1995
                                                   ------------   ------------
<S>                                                <C>            <C>
OPERATING ACTIVITIES:
  Net income                                       $    234,827   $    201,554
  Adjustments to reconcile net income to net 
    cash provided by operating activities:         
      Provision for loan losses                          53,500         27,500
      Depreciation                                       33,540         31,223
      Net (increase) decrease in trading 
        account securities                                5,636         (4,981)
      Net (increase) decrease in loans held 
        for sale                                        453,108        (50,553)
      Net (increase) decrease in accrued 
        income receivable                                10,171        (17,341)
      Net increase (decrease) in accrued expenses      (108,735)        39,990
      Net amortization of intangibles                    16,069         14,112
      Funding for employee benefit plans                (25,000)      (125,000)
      Other, net                                        213,863        (62,589)
                                                   ------------   ------------
         Total adjustments                              652,152       (147,639)
                                                   ------------   ------------
           Net cash provided by operating 
             activities                                 886,979         53,915
INVESTING ACTIVITIES:
  Net (increase) decrease in interest-bearing 
    deposits with banks                                (204,965)       266,456
  Net increase in federal funds sold 
    and securities purchased under agreements
    to resell                                          (169,052)      (527,000)
  Proceeds from sale of investment securities
    available for sale                                1,079,019         21,353
  Proceeds from maturity of investment
    securities available for sale                       695,040        193,722 
  Purchases of investment securities 
    available for sale                                 (367,060)       (29,769)
  Proceeds from maturity of investment 
    securities held to maturity                               -        347,917 
  Purchases of investment securities
    held to maturity                                          -       (145,978)
  Net increase in loans (other
    than purchased loans)                              (931,537)    (1,538,707)
  Purchase of loans                                     (11,490)       (35,867)
  Fixed assets, net                                     (31,533)       (36,855)
  Net increase in customers' 
    liability on acceptances outstanding                (82,892)        (6,828)
  Net cash provided by acquisitions/sale                 94,232         28,794
                                                   ------------   ------------
           Net cash provided by (used in)
             investing activities                        69,762     (1,462,762)
FINANCING ACTIVITIES:
  Net decrease in deposits                           (1,230,907)      (961,940)
  Net increase (decrease) in short-term 
    borrowings                                         (537,291)     2,141,266 
  Net increase in acceptances 
    outstanding                                          82,892          6,828
  Proceeds from issuance of medium- and
    long-term debt                                    1,101,000      1,360,000
  Repayments and purchases of medium- and
    long-term debt                                     (700,362)    (1,051,306)
  Proceeds from issuance of preferred stock             246,875              -
  Proceeds from issuance of common stock
    and other capital transactions                       20,070          7,284
  Purchase of common stock for treasury                (208,653)      (166,204)
  Dividends paid                                        (81,365)       (74,644)
                                                   ------------   ------------
           Net cash provided by (used in)
             financing activities                    (1,307,741)     1,261,284 
                                                   ------------   ------------
Net decrease in cash and due from banks                (351,000)      (147,563)
Cash and due from banks at beginning of year          2,028,375      1,822,313
                                                   ------------   ------------
Cash and due from banks at end of period           $  1,677,375   $  1,674,750
                                                   ============   ============
Interest paid                                      $    634,240   $    614,182
                                                   ============   ============
Income taxes paid                                  $    127,238   $    103,725
                                                   ============   ============
Noncash investing and financing activities:
  Loan transfers to other real estate              $      5,872   $     13,175
                                                   ============   ============
  Stock issued for acquisitions                    $    128,938   $     75,700
                                                   ============   ============
</TABLE>                                           <PAGE>
<PAGE> 6
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


Note 1 - Basis of Presentation

      The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X.  Accordingly, the statements do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. 
Operating results for the six months ended June 30, 1996 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1996.  For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Comerica Incorporated and Subsidiaries' annual report on Form 10-K for the
year ended December 31, 1995.

Note 2 - Investment Securities

      At June 30, 1996 investment securities having a carrying value of
$4.0 billion were pledged where permitted or required by law to secure
liabilities and public and other deposits, including deposits of the State
of Michigan of $29 million.  

Note 3 - Allowance for Loan Losses 

      The following analyzes the changes in the allowance for loan losses
included in the consolidated balance sheets:
<TABLE>
<CAPTION>
(in thousands)                           1996              1995
                                    ---------         ---------
<S>                                 <C>               <C>
Balance at January 1                $ 341,344         $ 326,195
Allowance acquired                     10,370             3,260
Loans charged off                     (57,950)          (38,870)
Recoveries on loans previously 
  charged off                          17,337            19,794
                                    ---------         ---------
  Net loans charged off               (40,613)          (19,076)
Provision for loan losses              53,500            27,500
                                    ---------         ---------
Balance at June 30                  $ 364,601         $ 337,879
                                    =========         =========
</TABLE>

      A loan is considered impaired if it is probable that interest and
principal payments will not be made in accordance with the contractual
terms of the loan agreement.  Consistent with this definition, all
nonaccrual and reduced-rate loans (with the exception of residential
mortgage and consumer loans) are impaired.  Impaired loans averaged $121
million and $129 million for the quarter and six months ended June 30,
1996, respectively.  Of the $116 million period-end impaired loans,
approximately $75 million required an allowance for loan losses of $25
million in accordance with SFAS No. 114.  The remaining impaired loan
balance represents loans for which the fair value exceeded the recorded
investment in the loan.

<PAGE>
<PAGE> 7
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


Note 4 - Medium- and Long-term Debt

      Medium- and long-term debt consisted of the following at June 30,
1996 and December 31, 1995:

<TABLE>
<CAPTION>
(in thousands)                      June 30, 1996      December 31, 1995
                                    -------------      -----------------
<S>                                 <C>                <C>
Parent Company
9.75% subordinated notes
  due 1999                          $   74,737         $   74,692
10.125% subordinated debentures
  due 1998                              74,840             74,800
7.25% subordinated notes due
  2007                                 148,623            148,584
                                    ----------         ----------
      Total parent company             298,200            298,076

Subsidiaries
Subordinated notes:
8.375% subordinated notes due 
  2024                                 147,821            147,782
7.25% subordinated notes due 
  2002                                 149,009            148,931
6.875% subordinated notes due 
  2008                                  99,104             99,066
7.125% subordinated notes due 
  2013                                 148,056            148,000
                                    ----------         ----------
      Total subordinated notes         543,990            543,779

Medium-term notes:
Floating rate based on Treasury 
  bill indices                       1,049,838          1,099,701
Floating rate based on Prime 
  indices                              450,000            550,000
Floating rate based on LIBOR 
  indices                            1,423,958            624,937
Fixed rate notes with interest 
  rates ranging from 5.50% 
  to 6.875%                          1,273,684          1,523,433
                                    ----------         ----------
      Total medium-term notes        4,197,480          3,798,071

Notes payable maturing on dates
  ranging from 1996 through 2015         5,384              4,490
                                    ----------         ----------
      Total subsidiaries             4,746,854          4,346,340
                                    ----------         ----------
      Total medium- and long-term
        debt                        $5,045,054         $4,644,416
                                    ==========         ==========
</TABLE>


Note 5 - Income Taxes

      The provision for income taxes is computed by applying statutory
federal income tax rates to income before income taxes as reported in the
financial statements after deducting non-taxable items, principally
interest income on state and municipal securities.  <PAGE>
<PAGE> 8
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries

Note 6 - Off-Balance-Sheet Derivatives and Foreign Exchange Contracts
<TABLE>
<CAPTION>
                                   June 30, 1996                December 31, 1995        
                          ------------------------------  ------------------------------
                          Notional/                       Notional/
                          Contract    Unrealized   Fair   Contract    Unrealized   Fair
                          Amount    Gains  Losses  Value  Amount    Gains  Losses  Value
(in millions)             (1)       (2)            (3)    (1)       (2)            (3)  
                          ------------------------------  ------------------------------
<S>                       <C>      <C>    <C>     <C>     <C>       <C>    <C>     <C>
Risk Management 
Interest rate contracts
   Swaps (4)              $ 8,841  $ 27   $(161)  $(134)  $5,925    $ 88   $(20)   $(68)
   Options, caps and
     floors purchased          56     -       -       -       40      19    (21)     (2)
   Caps written               152     -       -       -      154       -      -       -
Foreign exchange contracts
   Spot and forwards          506     4      (1)      3      229       2     (1)      1
   Swaps                       45     1      (1)      -       50       8      -       8
                          -------  ----   -----   -----   ------    ----   ----    ----
   Total risk management    9,600    32    (163)   (131)   6,398     117    (42)    (75)

Customer Initiated and
 Other 
Interest rate contracts
   Caps written               425     -      (1)     (1)     360       -      -       - 
   Floors purchased             2     -       -       -        -       -      -       -
   Swaps                        -     -       -       -        3       -      -       -
Foreign exchange contracts
   Spot, forward, futures 
     and options              830     8      (5)      3      320       5     (5)      -
                          -------  ----   -----   -----   ------    ----   -----   ----
   Total customer 
     initiated and other    1,257     8      (6)      2      683       5     (5)      -
                          -------  ----   -----   -----   ------    ----   -----   ----
   Total derivatives and
     foreign exchange
     contracts            $10,857  $ 40   $(169)  $(129)  $7,081    $122   $(47)   $(75)
                          =======  ====   =====   =====   ======    ====   =====   ====

(1)  Notional or contract amounts, which represent the extent of involvement in the
derivatives market, are generally used to determine the contractual cash flows required in
accordance with the terms of the agreement.  These amounts are typically not exchanged,
significantly exceed amounts subject to credit or market risk, and are not reflected in the
consolidated balance sheets.

(2)  Represents credit risk, which is measured as the cost to replace, at current market
rates, contracts in a profitable position.  Credit risk is calculated before consideration
is given to bilateral collateral agreements or master netting arrangements that effectively
reduce credit risk. 

(3)  The fair values of derivatives and foreign exchange contracts generally represent the
estimated amounts the Corporation would receive or pay to terminate or otherwise settle the
contracts at the balance sheet date.  The fair values of customer initiated and other
derivatives and foreign exchange contracts are reflected in the consolidated balance sheets. 
Futures contracts are subject to daily cash settlements; therefore, the fair value of these
instruments is zero.  

(4)  Includes index amortizing swaps with a notional amount of $5,337 million and $3,688
million at June 30, 1996 and December 31, 1995, respectively.  These swaps had net unrealized
loss of $123 million at June 30, 1996 versus a net unrealized gain of $4 million at December
31, 1995.  As of June 30, 1996 index amortizing swaps had an average expected life of
approximately 3.09 years with a stated maturity that averaged 4.87 years.

</TABLE>
<PAGE>
<PAGE> 9
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


Note 6 - Off-Balance-Sheet Derivatives and Foreign Exchange Contracts
(Continued)
Risk Management
- ---------------

      Interest rate risk arises in the normal course of business to the
extent there is a difference between the repricing and maturity
characteristics of interest-earning assets and interest-bearing
liabilities.  This gap in the balance sheet structure reflects the
sensitivity of the Corporation's net interest income to a change in
interest rates.  Foreign exchange rate risk arises from changes in the
value of certain assets and liabilities denominated in foreign currencies. 
The Corporation employs on-balance sheet instruments such as investment
securities, as well as off-balance sheet derivative financial instruments
and foreign exchange contracts to manage exposure to these and other
risks, including liquidity risk. 

      As an end-user, the Corporation mainly accesses the interest rate
markets to obtain off-balance sheet derivatives instruments for use
principally in connection with asset and liability management activities. 
Interest rate swaps are predominantly utilized with the objective of
managing the sensitivity of net interest income to interest rate
fluctuations.  To accomplish this objective, interest rate swaps are
primarily used to modify the interest rate characteristics of certain
assets and liabilities (for example, from a floating rate to a fixed rate,
a fixed rate to a floating rate, or from one floating rate index to
another).  This strategy permits the achievement of an optimal match
between the rate maturities of assets and their funding sources which, in
turn, reduces the overall exposure of net interest income to interest rate
risk.

      The following table summarizes the expected maturity distribution of
the notional amount of interest rate swaps used for risk management
purposes.  The table also indicates the weighted average interest rates
associated with amounts to be received or paid on interest rate swap
agreements as of June 30, 1996.  The swaps are grouped by the assets or
liabilities to which they have been designated.

      Various other types of off-balance sheet financial instruments may
also be used to manage interest rate and foreign currency risks associated
with specific assets or liabilities, including interest rate caps and
floors, forward and futures interest and foreign exchange rate contracts,
and foreign exchange rate swaps, which are reflected in the table above. 
At June 30, 1996 and December 31, 1995, the notional amounts of
commitments to purchase securities totaled $21 million and $16 million,
respectively; the notional amounts of commitments to sell securities
totaled $17 million and $14 million, respectively; and the notional
amounts of commitments to sell mortgage loans totaled $40 million and $147
million, respectively.  These commitments, which are similar in nature to
forward contracts, are not reflected in the above table due to the
immaterial impact they have on the financial statements.



Customer Initiated and Other
- -----------------------------

      The Corporation earns additional income by executing various
transactions, primarily foreign exchange contracts and interest rate caps,
at the request of customers.   Market risk arising from customer initiated
foreign exchange contracts is significantly minimized by entering into
offsetting transactions.  Average fair values and income from customer
initiated and other foreign exchange contracts were not material for the
quarter ended June 30, 1996 and for the year ended December 31, 1995.
  <PAGE>
<PAGE> 10
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


Note 6 - Off-Balance-Sheet Derivatives and Foreign Exchange Contracts 

(Continued)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Remaining Expected Maturity of Risk Management Interest Rate Swaps:
                                                                  2001-          Dec. 31,
(dollar amounts in millions)    1996   1997    1998  1999   2000  2014   Total       1995       
 -----------------------------------------------------------------------------------------
<S>                             <C>    <C>     <C>   <C>    <C>   <C>    <C>     <C>
Variable rate asset 
designation: 
  Receive fixed swaps
    Generic                     $   50 $    -  $  -  $    - $   - $    - $   50  $   50
    Amortizing                       8     84   100       -     -      -    192     200
    Index Amortizing               361  1,486   881   1,087   672    850  5,337   3,688

    Weighted average: (1)
      Receive rate                6.38%  5.65% 6.25%   6.39% 6.16%  6.38%  6.13%   6.02%
      Pay rate                    5.45%  5.49% 5.50%   5.50% 5.49%  5.50%  5.49%   5.84%

Fixed rate asset designation:
    Generic pay fixed swaps     $   35 $    -  $  -  $    2  $  - $    - $   37  $   37

      Weighted average: (1)
        Receive rate              5.33%     -%    -%   5.77%    -%     -%  5.35%   5.76%
        Pay rate                  7.05%     -%    -%   8.73%    -%     -%  7.14%   7.14%

Medium- and long-term debt 
designation:
  Generic receive fixed swaps   $  300 $  950  $  -  $    -  $200 $  700 $2,150  $1,375

    Weighted average: (1)
      Receive rate                5.67%  5.76%    -%      -% 6.91%  7.65%  6.47%   7.01%
      Pay rate                    5.40%  5.40%    -%      -% 5.59%  5.53%  5.46%   5.80%

  Generic pay fixed swaps       $   25 $    -  $  -  $    -  $  - $    - $   25  $   25

    Weighted average: (1)
      Receive rate                5.81%     -%    -%      -%    -%     -%  5.81%   5.70%
      Pay rate                    8.28%     -%    -%      -%    -%     -%  8.28%   8.28%

  Floating/Floating swaps       $  625 $  400  $  -  $    -  $  - $    - $1,025  $  550

    Weighted average: (2)
      Receive rate                5.37%  5.19%    -%      -%    -%     -%  5.30%   5.76%
      Pay rate                    5.40%  5.38%    -%      -%    -%     -%  5.39%   5.75%

Total notional amount           $1,404 $2,920  $981  $1,089  $872 $1,550 $8,816  $5,925
- -----------------------------------------------------------------------------------------
(1)  Variable rates are based on LIBOR rates paid or received at June 30, 1996.  
(2)  Variable rates paid are based on LIBOR at June 30, 1996, while variable rates 
     received are based on prime or LIBOR.
- -----------------------------------------------------------------------------------------  
</TABLE>
<PAGE>
<PAGE> 11
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


Note 6 - Off-Balance-Sheet Derivatives and Foreign Exchange Contracts 

(Continued)


      Customer initiated interest rate caps generally are not offset by
other on- or off-balance sheet financial instruments; however, authority
limits have been established for engaging in these transactions in order
to minimize risk exposure.  As a result, average fair values and income
from this activity were not significant for the six-month period ended
June 30, 1996 and for the year ended December 31, 1995.

      Available credit lines on fixed rate credit card and check product
accounts, which expose the Corporation to the risk of a reduction in net
interest income as rates increase, totaled approximately $2.1 billion at 
June 30, 1996 and $2.0 billion at December 31, 1995.  Market risk exposure
arising from these revolving credit commitments is very limited, however,
since it is unlikely that a significant number of customers with these
accounts will simultaneously borrow up to their maximum available credit
lines.

Off-Balance-Sheet Derivative and Foreign Exchange Activity 
- ----------------------------------------------------------

      The following table provides a reconciliation of the beginning and
ending notional amounts for interest rate derivatives and foreign exchange
contracts.

<TABLE>
<CAPTION>
                                                              Customer Initiated
                                    Risk Management                and Other            
                               -----------------------     -----------------------
                               Interest      Foreign       Interest      Foreign 
                               Rate          Exchange      Rate          Exchange
(in millions)                  Contracts     Contracts     Contracts     Contracts
                               -----------------------     -----------------------
<S>                            <C>           <C>           <C>           <C>
Balances at December 31, 1995  $ 6,119       $   279       $ 363         $    320

Additions                        3,469         2,595         178           18,961
Maturities/amortizations          (539)       (2,323)       (114)         (18,451)
Terminations                         -             -           -                -
                               -------       -------       -----         --------
Balances at June 30, 1996      $ 9,049       $   551       $ 427         $    830
                               =======       =======       =====         ========

</TABLE>

      Additional information regarding the nature, terms and attendant risks of
the above off-balance sheet derivatives and foreign exchange contracts, along
with information on derivative accounting policies, can be found in the
Corporation's 1995 annual report on page 30 and in Notes 1 and 17 to the
consolidated financial statements.
<PAGE>
<PAGE> 12

ITEM 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition
         -----------------------

Results of Operations
- ---------------------

      Net income for the quarter ended June 30, 1996 was $118 million, up
$16 million, or 16 percent, from $102 million reported for the second
quarter of 1995.  Net income per share increased 16 percent to $1.00 from
$0.86 a year ago.  Return on average common shareholders' equity was 17.73
percent and return on average assets was 1.37 percent, compared to 16.02
percent and 1.19 percent, respectively, for the comparable quarter last
year.  

      Net income for the first six months of 1996 was $235 million or
$1.98 per share, compared to $202 million or $1.71 for the same period in
1995.  Return on common equity was 17.50 percent and return on assets was
1.35 percent, compared to 16.28 percent and 1.20 percent, respectively,
for the first six months of 1995.


Acquisitions
- ------------

      In January 1996, the Corporation completed the acquisition of
Metrobank, headquartered in Los Angeles, California, for $125 million of
common stock, in a transaction accounted for as a purchase.  Metrobank
contributed total assets of $1.2 billion, loans of $700 million and
deposits of $1 billion, as well as nonperforming assets of $18 million. 
Metrobank's results of operations are reflected in the consolidated
statement of income for the six months ended June 30, 1996.


Net Interest Income
- -------------------

      The Rate-Volume Analyses in Table I details the components of the
change in net interest income (FTE) for the quarter ended June 30, 1996. 
On a fully taxable equivalent (FTE) basis, net interest income was $361
million for the three months ended June 30, 1996, an increase of $32
million, or 10 percent, over the amount reported for the comparable
quarter in 1995.  The improvement was primarily the result of loan growth,
both internally and through acquisitions, and an increase in the net
interest margin.

      Average total loans for the second quarter of 1996 increased $2.1
billion, or 9 percent, over the second quarter of 1995, driven primarily
by growth in the commercial and commercial mortgage portfolios.  Average
commercial loans rose $1.5 billion, or 13 percent, while average
commercial mortgage loans grew $372 million, or 12 percent.  Average
investment securities were reduced $1.9 billion, or 32 percent, to allow
a shift in the mix of earning assets toward higher-yielding loans.  This
shift was the primary factor in the rise in net interest margin.  The net
interest margin for the three months ended June 30, 1996, was 4.55
percent, an increase of 40 basis points from 4.15 percent for the second
quarter of 1995.

      Table II provides an analysis of net interest income for the first
six months of 1996.  On an FTE basis, net interest income for the six
months ended June 30, 1996 was $714 million compared to $647 million for
the same period in 1995.  This increase was due to the same factors
indicated in the quarterly discussion.  Average total loans increased $2.4
billion for the first six months of 1996 compared to the first six months
of 1995.  The net interest margin for the six months ended June 30, 1996
was 4.47 percent compared to 4.16 percent for the same period in 1995.<PAGE>
<PAGE> 13


      Net income generated by the risk management interest rate swap
portfolio resulted in a contribution of 18 basis points to the net
interest margin in the second quarter of 1996, compared to a 3 basis-point
reduction in the year-earlier quarter.  The contribution for the first six
months of 1996 was 15 basis points compared to a 3 basis point reduction
in 1995.  Interest rate swaps permit management to control the sensitivity
of net interest income to fluctuations in interest rates in a manner
similar to on-balance sheet investment securities but without significant
impact to capital or liquidity.  These instruments are designated against
certain assets and liabilities, therefore, their impact on net interest
income is generally offset by and should be considered in relation to the
level of net interest income generated by the related on-balance sheet
assets and liabilities.

      In addition to using interest rate swaps and other off-balance sheet
instruments to control the Corporation's exposure to interest rate risk,
management attempts to minimize the effect of movements in interest rates
on net interest income by regularly performing interest sensitivity gap
and earnings simulation analyses.  At June 30, 1996, the Corporation was
in a liability sensitive position of $671 million (on an elasticity-
adjusted basis), or 2 percent of earning assets.  The earnings simulation
analysis performed at the end of the quarter covers the calendar year 1997
and reflects changes to both interest rates and loan, investment and
deposit volumes.  For 1997, forecasted net interest income could decline
$16 million, or less than 2 percent, for a 200 basis point rise in short-
term interest rates.  Given a 200 basis point decline in short-term
interest rates, forecasted net interest income could decline $20 million,
or less than 2 percent, due principally to an anticipated weaker economy
and lower loan volumes.  These results are within established corporate
policy guidelines.  The preceding forward-looking statements are based on
current expectations, but there are numerous factors that could cause
variances in these projections as economic, industry and competitive
conditions change.


Provision for Loan Losses
- -------------------------

      The provision for loan losses for the second quarter of 1996 was $25
million, up $10 million from the second quarter of 1995.  The provision
for the first six months of 1996 was $54 million compared to $28 for the
same period in 1995.  The provision is predicated upon maintaining an
adequate allowance for loan losses, which is discussed in the section
entitled "Financial Condition." 


Noninterest Income
- ------------------

      Noninterest income was $121 million for the three months ended June
30, 1996, an increase of $22 million, or 2 percent, over the same period
in 1995.  Excluding the effects of nonrecurring items, divestitures and
acquisitions, noninterest income rose $8 million for the second quarter of
1996, a 7 percent increase over the corresponding period in 1995.  The
improvement in noninterest income was primarily attributable to a $3
million increase in service charges on retail and commercial deposits and
$3 million in securities gains.  Other noninterest income grew in excess
of $3 million, or 10 percent, from the second quarter of 1995, benefiting
principally from a climb in fees and commissions generated by the
securities brokerage and insurance businesses.  For the first six months
of 1996 noninterest income rose $14 million, or 6 percent, over the same
period in 1995, excluding nonrecurring items, divestitures and
acquisitions.  Service charges and other noninterest income were the
primary contributors to this increase.
<PAGE>
<PAGE> 14
<TABLE>
TABLE I - QUARTERLY ANALYSIS OF NET INTEREST INCOME & RATE/VOLUME (FTE)
<CAPTION>
                                                       Three Months Ended                      
                                 -------------------------------------------------------------
                                         June 30, 1996                   June 30, 1995        
                                 -----------------------------   -----------------------------
                                 Average              Average    Average              Average 
(in millions)                    Balance   Interest      Rate    Balance   Interest      Rate 
- ----------------------------------------------------------------------------------------------
<S>                              <C>          <C>        <C>     <C>           <C>       <C>
Loans                            $25,592       $542      8.51%   $23,505       $530      9.03%
Investment securities              5,895        101      6.78      7,814        130      6.64
Other earning assets                 202          3      5.77        342          6      6.71 
- ----------------------------------------------------------------------------------------------
   Total earning assets           31,689        646      8.17     31,661        666      8.42

Interest-bearing deposits         16,918        172      4.09     16,916        182      4.33
Short-term borrowings              3,938         51      5.28      5,436         82      6.05
Medium- and long-term debt         4,986         76      6.13      4,359         70      6.42
Net interest rate swap 
  (income)/expense (1)                 -        (14)        -          -          3         -
- ----------------------------------------------------------------------------------------------
   Total interest-bearing
     sources                     $25,842        285      4.45    $26,711        337      5.06 
                                               --------------                  ---------------
Net interest income/
  Rate spread (FTE)                            $361      3.72                  $329      3.36
                                               ====                            ====

FTE adjustments                                $  4                            $  6
                                               ====                            ====
Impact of net noninterest-bearing
  sources of funds                                       0.83                            0.79
- ----------------------------------------------------------------------------------------------
Net interest margin as a percent of
  average earning assets (FTE)                           4.55%                           4.15%
==============================================================================================
(1)  After allocation of the income or expense generated by interest rate swaps for the three
months ended June 30, 1996, to the related assets and liabilities, the average yield on total loans
was 8.66 percent as of June 30, 1996, compared to 8.93 percent a year ago.  The average cost of
funds for medium- and long-term debt was 5.74 percent as of June 30, 1996, compared to 6.19 percent
a year earlier.
                                            Increase   Increase
                                           (Decrease) (Decrease)     Net
                                             Due to     Due to    Increase
                                              Rate      Volume*  (Decrease)
                                           ---------- ---------- ----------
(in millions)

Loans                                         $(31)      $ 43      $ 12 
Investment securities                            3        (32)      (29)
Other earning assets                            (1)        (2)       (3)
                                              ----------------------------
   Total earning assets                        (29)         9       (20)

Interest-bearing deposits                      (10)         -       (10)
Short-term borrowings                          (11)       (20)      (31)
Medium- and long-term debt                      (3)         9         6
Net interest rate swap 
  (income)/expense                             (17)         -       (17)
                                              ----------------------------
   Total interest-bearing sources              (41)       (11)      (52)
                                              ----------------------------
Net interest income/Rate spread (FTE)         $ 12       $ 20      $ 32 
                                              ============================

* Rate/Volume variances are allocated to variances due to volume.

/TABLE
<PAGE>
<PAGE> 15
<TABLE>
TABLE II - YEAR-TO-DATE ANALYSIS OF NET INTEREST INCOME & RATE/VOLUME (FTE)
<CAPTION>
                                                       Six Months Ended                       
                                 -------------------------------------------------------------
                                         June 30, 1996                   June 30, 1995        
                                 -----------------------------   -----------------------------
                                 Average              Average    Average              Average 
(in millions)                    Balance   Interest      Rate    Balance   Interest      Rate 
- ----------------------------------------------------------------------------------------------
<S>                              <C>         <C>         <C>     <C>         <C>         <C>
Loans                            $25,368     $1,080      8.56%   $22,938     $1,022      8.96%
Investment securities              6,423        218      6.75      7,816        259      6.61
Other earning assets                 225          7      6.17        359         12      6.67
- ----------------------------------------------------------------------------------------------
   Total earning assets           32,016      1,305      8.17     31,113      1,293      8.34

Interest-bearing deposits         17,154        353      4.14     16,849        354      4.24
Short-term borrowings              4,289        114      5.36      5,160        153      5.97
Medium- and long-term debt         4,797        147      6.17      4,197        134      6.45
Net interest rate swap
  (income)/expense (1)                 -        (23)        -          -          5         -
- ----------------------------------------------------------------------------------------------
   Total interest-bearing 
     sources                     $26,240        591      4.53    $26,206        646      4.97
                                             -----------------               ------------------
Net interest income/
  Rate spread (FTE)                          $  714      3.64                $  647      3.37  
                                             ======                          ======

FTE adjustment                               $    8                          $   12
                                             ======                          ======
Impact of net noninterest-bearing
  sources of funds                                       0.83                            0.79 
- ----------------------------------------------------------------------------------------------
Net interest margin as a percent of
  average earning assets (FTE)                           4.47%                           4.16%
==============================================================================================
(1)  After allocation of the income or expense generated by interest rate swaps for the six
months ended June 30, 1996, to the related assets and liabilities, the average yield on total
loans was 8.68 percent as of June 30, 1996, compared to 8.82 percent a year ago.  The average
cost of funds for medium- and long-term debt was 5.79 percent as of June 30, 1996, compared to
6.17 percent a year earlier.
                                            Increase   Increase
                                           (Decrease) (Decrease)     Net
                                             Due to     Due to    Increase
                                              Rate      Volume*  (Decrease)
                                           ---------- ---------- ----------
(in millions)

Loans                                         $(43)      $101      $ 58 
Investment securities                            6        (47)      (41)
Other earning assets                            (2)        (3)       (5)
                                              ----------------------------
   Total earning assets                        (39)        51        12

Interest-bearing deposits                       (7)         6        (1)
Short-term borrowings                          (15)       (24)      (39)
Medium- and long-term debt                      (6)        19        13
Net interest rate swap
  (income)/expense                             (28)         -       (28)
                                              ----------------------------
   Total interest-bearing sources              (56)         1       (55)
                                              ----------------------------
Net interest income/Rate spread (FTE)         $ 17       $ 50      $ 67
                                              ============================

* Rate/Volume variances are allocated to variances due to volume.

/TABLE
<PAGE>
<PAGE> 16


Noninterest Expenses
- --------------------

      Noninterest expenses decreased 1 percent, or $2 million, to $270
million for the three months ended June 30, 1996.  This total includes $3
million in charges related to the Corporation's previously announced
internal efficiency improvement program.  After adjusting for the effects
of acquisitions, divestitures, the reduction in FDIC insurance expenses,
and the aforementioned charges, noninterest expenses increased less than
1 percent, or $2 million.  This nominal increase in noninterest expenses
reflects management's efforts to maintain a stable operating expense
level.

      Excluding the effects of acquisitions, divestitures, the reduction
in FDIC expense, and nonrecurring items, noninterest expense for the first
six months of 1996 remained relatively unchanged compared to the same
period in 1995.


Provision for Income Taxes
- --------------------------

      The provision for income taxes for the second quarter of 1996
totaled $64 million, an increase of 23 percent compared to $52 million
reported for the same period a year ago.  The effective tax rate increased
to 35 percent for the second quarter of 1996 from 34 percent for the
second quarter of 1995, as a result of lower tax-exempt income.


Financial Condition
- -------------------

      Total assets were $35.4 billion at June 30, 1996, or essentially
unchanged since December 31, 1995.  Earning assets grew 1 percent to $32.4
billion since year-end 1995, as $1.0 billion of investment securities were
sold to partially fund the $1.6 billion, or 6 percent, increase in loans
during the first six months of the year.  Loan growth 1996 has been
concentrated in the commercial and commercial mortgage loan categories,
which rose $1.2 billion, or 10 percent, and $349 million, or 11 percent,
respectively, since December 31, 1995.

      Total liabilities fell $342 million, or 2 percent, to $32.5 billion
since December 31, 1995, primarily due to a $1.6 billion decrease in
foreign office deposits and an $529 million reduction in short-term
borrowings.  The overall  decline in liabilities was net of a $1.4 billion
increase in domestic deposits, reflecting the Metrobank acquisition.


Allowance for Loan Losses and Nonperforming Assets
- --------------------------------------------------

      Management determines the adequacy of the allowance for loan losses
by applying projected loss ratios to the risk-ratings of loans, both
individually and by category.  The projected loss ratios incorporate such
factors as recent loan loss experience, current economic conditions and
trends, geographic dispersion of borrowers, trends in past due and
nonaccrual amounts, risk characteristics of various categories and
concentrations of loans, and transfer risks.  
<PAGE>
<PAGE> 17


      At June 30, 1996, the allowance for loan losses was $365 million, an
increase of $23 million, or 7 percent, since December 31, 1995.  The
allowance as a percentage of total loans remained constant at 1.40 percent
since December 31, 1995.  As a percentage of total nonperforming assets,
the allowance increased from 209 percent at year-end 1995 to 227 percent
at June 30, 1996.

      Net charge-offs for the second quarter of 1996 were $18 million, or
0.28 percent of average total loans, compared with $13 million, or 0.22
percent, for the year-earlier quarter.  The rise in total net charge-offs
over the second quarter last year was primarily the result of credit card
charge-offs increasing in the base portfolio and 1995 special credit card
promotions.  An analysis of the allowance for loan losses is presented in
the notes to the consolidated financial statements. 

      Despite the addition of $18 million in nonperforming assets from the
Metrobank transaction, total nonperforming assets have declined slightly
since December 31, 1995, and were categorized as follows:

<TABLE>
<CAPTION>
                                      June 30,        December 31,
(in thousands)                            1996                1995
                                 -------------        ------------
<S>                              <C>                  <C>
Nonaccrual loans:
  Commercial                     $      82,702        $     87,195
  Real estate construction               4,713               6,578
  Commercial mortgage                   25,809              31,123
  Residential mortgage                   5,143               5,507
                                 -------------        ------------
       Total nonaccrual loans          118,367             130,403
Reduced-rate loans                       7,203               3,244
                                 -------------        ------------
       Total nonperforming loans       125,570             133,647
Other real estate                       34,770              29,384
                                 -------------        ------------
  Total nonperforming assets     $     160,340        $    163,031
                                 =============        ============
Loans past due 90 days or more   $      60,102        $     57,134
                                 =============        ============
</TABLE>

      Nonperforming assets as a percentage of total loans and other real
estate at June 30, 1996 and December 31, 1995, were 0.62 percent and 0.67
percent, respectively.  


Capital
- -------

      Common shareholders' equity was up $86 million from December 31,
1995 to June 30, 1996, excluding the change in unrealized losses on
investment securities available for sale.  The increase was due to
retention of $149 million in earnings and the issuance of $125 million of
common stock in connection with the acquisition of Metrobank in January
1996, offset by the repurchase of 5 million shares of common stock under
various corporate programs.

<PAGE>
<PAGE> 18


      During the second quarter, the Corporation issued 5 million shares
of Fixed/Adjustable Rate Noncumulative Preferred Stock, Series E, with a
stated value of $50 per share.  Dividends are payable quarterly,
commencing October 1, 1996, at a rate of 6.84% per annum through July 1,
2001.  Thereafter, the rate will be equal to .625% plus an effective rate,
but not less than 7.34% nor greater than 13.34%.  The effective rate will
be equal to the highest of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate (as defined in
the prospectus).  The Corporation, at its option, may redeem all or part
of the outstanding shares on or after July 1, 2001.

      Capital ratios continue to comfortably exceed minimum regulatory
requirements as follows:

<TABLE>
<CAPTION>   
                                            June 30,      December 31,
                                              1996            1995   
                                         -------------    ------------ 
<S>                                          <C>              <C>    
Leverage ratio (3.00 - minimum)               7.72%            6.87%
Tier 1 risk-based capital 
  ratio (4.0 - minimum)                       8.04             7.63
Total risk-based capital 
  ratio (8.0 - minimum)                      11.39            11.21

</TABLE>

      At June 30, 1996, the capital ratios of all the Corporation's
banking subsidiaries exceeded the minimum ratios required of a "well
capitalized" institution as defined in the final rule under FDICIA.


Other Matters
- -------------

      On August 2, 1996, the Corporation sold its $1.4 billion Illinois
subsidiary, Comerica Bank-Illinois, for approximately $190 million in
cash.                                            

      On May 18, 1996, the Corporation sold the business and certain
assets of John V. Carr & Son, Inc., the wholly owned customs brokerage and
freight forwarding subsidiary of Comerica Bank.

      In March 1996, the Corporation formed a strategic alliance with
National Data Corporation's subsidiary, National Data Payment Systems
(NDPS), to provide the Corporation's business customers with a
comprehensive line of merchant credit card processing systems and
services.  The Corporation provides merchant contracts and multi-state
marketing opportunities to the new joint venture, Comerica Merchant
Alliance, while NDPS provides processing, settlement, authorization and
marketing support.

      As disclosed in Part I, Item 3 of Form 10-K for the year ended
December 31, 1995, a lawsuit was filed on July 24, 1990, by the State of
Michigan against a subsidiary bank involving hazardous waste issues.  The
Corporation's motion for summary judgment was granted in January 1993,
however, the State of Michigan has filed an appeal that is still pending. 
Management believes that even if the summary judgment is not upheld on
appeal, the results of this action will not have a materially adverse
effect on the Corporation's consolidated financial position.  Although,
depending upon the amount of the ultimate liability, if any, and the
consolidated results of operations in the year of final resolution, the
legal action may have a materially adverse effect on the consolidated
results of operation in that year.<PAGE>
<PAGE> 19


PART II.  OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)  Exhibits
     (11)  Statement re:  Computation of Earnings Per Share 

(b)  Reports on Form 8-K

     June 18, 1996 - New Shareholder Rights Agreement

     June 21, 1996 - Sale of 5,000,000 shares of Series E Preferred Stock


<PAGE>
<PAGE> 20


                            SIGNATURE




     Pursuant to the requirements 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.
                                                 

                            COMERICA INCORPORATED                
                            -------------------------------------- 
                            (Registrant)




                            /s/Ralph W. Babb, Jr.
                            --------------------------------------
                            Ralph W. Babb, Jr.
                            Executive Vice President and 
                            Chief Financial Officer
                            (Principal Financial Officer)




                            /s/Arthur W. Hermann
                            --------------------------------------
                            Arthur W. Hermann
                            Senior Vice President and Controller
                            (Principal Accounting Officer)




Date:  August 9, 1996
<PAGE>

<PAGE> 1
Exhibit (11) - Statement Re:  Computation of Earnings Per Share

<TABLE>
COMPUTATION OF EARNINGS PER SHARE
Comerica Incorporated and Subsidiaries

<CAPTION>

(In thousands, except per share data)

                                     Three Months Ended       Six Months Ended
                                           June 30                June 30  
                                     -------------------    -------------------
                                        1996       1995        1996       1995
                                     --------   --------    --------   --------
<S>                                 <C>        <C>         <C>        <C>
Primary:
Average shares outstanding            116,202    117,400     116,810    117,008
  Common stock equivalent:
    Net effect of the assumed 
      exercise of stock options         1,896      1,038       1,810        857
                                     --------   --------    --------   --------
    Primary average shares            118,098    118,438     118,620    117,865
                                     ========   ========    ========   ========

Net income                           $118,221   $101,532    $234,827   $201,554
                                     --------   --------    --------   --------

Primary net income per share            $1.00      $0.86       $1.98      $1.71

Fully diluted:
  Average shares outstanding          116,202    117,400     116,810    117,008
  Common stock equivalent:
    Net effect of the assumed 
      exercise of stock options         1,982      1,237       2,014      1,176
                                     --------   --------    --------   --------
    Fully diluted average shares      118,184    118,637     118,824    118,184
                                     ========   ========    ========   ========

Net income                           $118,221   $101,532    $234,827   $201,554
Less preferred stock dividends              -          -           -          -
                                     --------   --------    --------   -------- 
Net income applicable to common
  stock                              $118,221   $101,532    $234,827   $201,554
                                     ========   ========    ========   ========
Fully diluted net income 
  per share                             $1.00      $0.86       $1.98      $1.71
                               
</TABLE>


<TABLE> <S> <C>


<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
THE JUNE 1996 FORM 10Q FOR COMERICA INCORPORATED AND SUBSIDIARIES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,677,375
<INT-BEARING-DEPOSITS>                         228,589
<FED-FUNDS-SOLD>                               442,850
<TRADING-ASSETS>                                 5,032
<INVESTMENTS-HELD-FOR-SALE>                  5,590,562
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                     26,028,957
<ALLOWANCE>                                    364,601
<TOTAL-ASSETS>                              35,386,127
<DEPOSITS>                                  22,948,339
<SHORT-TERM>                                 4,145,656
<LIABILITIES-OTHER>                            380,908
<LONG-TERM>                                  5,045,054
<COMMON>                                       596,473
                                0
                                    250,000
<OTHER-SE>                                   2,019,697
<TOTAL-LIABILITIES-AND-EQUITY>              35,386,127
<INTEREST-LOAN>                              1,077,801
<INTEREST-INVEST>                              212,004
<INTEREST-OTHER>                                 6,817
<INTEREST-TOTAL>                             1,296,622
<INTEREST-DEPOSIT>                             352,817
<INTEREST-EXPENSE>                             590,872
<INTEREST-INCOME-NET>                          705,750
<LOAN-LOSSES>                                   53,500
<SECURITIES-GAINS>                               3,670
<EXPENSE-OTHER>                                549,171
<INCOME-PRETAX>                                361,297
<INCOME-PRE-EXTRAORDINARY>                     234,827
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   234,827
<EPS-PRIMARY>                                     1.98
<EPS-DILUTED>                                     1.98
<YIELD-ACTUAL>                                    4.47
<LOANS-NON>                                    118,367
<LOANS-PAST>                                    60,102
<LOANS-TROUBLED>                                 7,203
<LOANS-PROBLEM>                                394,354
<ALLOWANCE-OPEN>                               341,344
<CHARGE-OFFS>                                   57,950
<RECOVERIES>                                    17,337
<ALLOWANCE-CLOSE>                              364,601
<ALLOWANCE-DOMESTIC>                           278,817
<ALLOWANCE-FOREIGN>                              2,416
<ALLOWANCE-UNALLOCATED>                         83,368
        

</TABLE>


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