COMERICA INC /NEW/
10-Q, 1996-11-14
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     September 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 October 31, 1996:   107,443,000 shares
<PAGE>
<PAGE> 2
PART I.  FINANCIAL INFORMATION
<TABLE>
CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
<CAPTION>

                                         Sept. 30,    December 31,     Sept. 30,
(In thousands, except share data)             1996            1995          1995   
                                       -----------    ------------   -----------
<S>                                    <C>            <C>            <C>
ASSETS
Cash and due from banks                $ 1,825,035    $ 2,028,375    $ 1,523,520

Interest-bearing deposits with banks        17,694         23,568         52,442
Federal funds sold and securities
  purchased under agreements to 
  resell                                   663,300        203,798        733,200
Trading account securities                   4,192         10,668          4,783
Loans held for sale                         45,812        511,562        138,741
  
Investment securities available 
  for sale                               5,181,562      6,859,310      2,779,920
Investment securities held to 
  maturity (estimated fair value
  of $4,534,625 at 9/30/95)                      -              -      4,591,928
                                       -----------    -----------    -----------
     Total investment securities         5,181,562      6,859,310      7,371,848
Commercial loans                        12,901,329     12,041,009     11,679,983
International loans                      1,594,841      1,384,814      1,400,513
Real estate construction loans             749,849        641,432        574,208
Commercial mortgage loans                3,381,442      3,254,041      3,200,054
Residential mortgage loans               1,775,318      2,221,359      2,451,943
Consumer loans                           4,599,028      4,570,015      4,734,944
Lease financing                            365,514        329,608        305,425
                                       -----------    -----------    -----------
     Total loans                        25,367,321     24,442,278     24,347,070
Less allowance for loan losses            (357,456)      (341,344)      (342,914)
                                       -----------    -----------    -----------
     Net loans                          25,009,865     24,100,934     24,004,156
Premises and equipment                     425,836        455,002        456,424
Customers' liability on acceptances 
  outstanding                               60,150         21,135         34,336
Accrued income and other assets          1,108,300      1,255,522      1,029,076
                                       -----------    -----------    -----------
     TOTAL ASSETS                      $34,341,746    $35,469,874    $35,348,526
                                       ===========    ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits (noninterest- 
  bearing)                             $ 6,103,117    $ 5,579,536    $ 5,180,358
Interest-bearing deposits               15,231,254     15,461,213     15,098,517
Deposits in foreign offices                528,678      2,126,466      1,732,254
                                       -----------    -----------    -----------
     Total deposits                     21,863,049     23,167,215     22,011,129
Federal funds purchased and 
  securities sold under 
  agreements to repurchase                 599,683      3,206,612        763,882
Other borrowed funds                     4,362,090      1,467,550      4,665,515
Acceptances outstanding                     60,150         21,135         34,336
Accrued expenses and other 
  liabilities                              365,855        355,219        372,102
Medium- and long-term debt               4,491,981      4,644,416      4,948,576
                                       -----------    -----------    -----------
     Total liabilities                  31,742,808     32,862,147     32,795,540
Nonredeemable preferred stock 
  - $50 stated value:
  Authorized - 5,000,000 shares
  Issued - 5,000,000 shares at
    9/30/96                                250,000              -              -
Common stock - $5 par value:
  Authorized - 250,000,000 shares
  Issued-107,402,840 shares at 
    9/30/96, 115,094,531 shares at
    12/31/95 and 115,094,531 shares
    at 9/30/96                             537,014        575,473        575,473
Capital surplus                             10,091        408,644        414,672
Unrealized gains and losses on  
  investment securities available
  for sale                                 (42,597)        (4,141)         2,719 
Retained earnings                        1,884,430      1,640,980      1,574,639
Less cost of common stock in 
  treasury-490,704 shares at 12/31/95
  and 538,453 shares at 9/30/95                  -        (13,229)       (14,517)
                                       -----------    -----------    -----------
     Total shareholders' equity          2,598,938      2,607,727      2,552,986
                                       -----------    -----------    -----------
     TOTAL LIABILITIES AND 
       SHAREHOLDERS' EQUITY            $34,341,746    $35,469,874    $35,348,526
                                       ===========    ===========    ===========
/TABLE
<PAGE>
<PAGE> 3
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Comerica Incorporated and Subsidiaries
<CAPTION>
                                            Three Months Ended          Six Months Ended
                                               September 30               September 30 
                                           --------------------     ------------------------
(In thousands, except per share data)          1996        1995           1996          1995
                                           --------    --------     ----------    ----------
<S>                                        <C>         <C>          <C>           <C>
INTEREST INCOME
Interest and fees on loans                 $540,097    $532,490     $1,617,898    $1,550,093
Interest on investment securities:
  Taxable                                    86,212     115,225        287,833       353,639
  Exempt from federal income tax              3,871       6,390         14,254        20,214
                                           --------    --------     ----------    ---------- 
       Total interest on investment 
         securities                          90,083     121,615        302,087       373,853

Trading account interest                         35          15            156           169 
Interest on federal funds sold and 
  securities purchased under agreements 
  to resell                                   1,165       3,405          4,312         6,041
Interest on time deposits with banks            988       1,099          1,432         7,550
Interest on loans held for sale               1,053       3,054          4,158         5,586
                                           --------    --------     ----------    ----------
       Total interest income                633,421     661,678      1,930,043     1,943,292

INTEREST EXPENSE
Interest on deposits                        167,561     183,958        520,378       538,194
Interest on short-term borrowings:
  Federal funds purchased and securities 
     sold under agreements to repurchase     20,617      35,876         77,670       117,928
  Other borrowed funds                       27,511      41,301         84,812       112,050
Interest on medium- and long-term debt       76,919      76,607        224,240       211,133
Net interest rate swap (income)/expense     (12,454)        612        (36,074)        5,126 
                                           --------    --------     ----------    ----------
       Total interest expense               280,154     338,354        871,026       984,431
                                           --------    --------     ----------    ----------
       Net interest income                  353,267     323,324      1,059,017       958,861
Provision for loan losses                    28,500      26,000         82,000        53,500
                                           --------    --------     ----------    ----------
       Net interest income after 
         provision for loan losses          324,767     297,324        977,017       905,361

NONINTEREST INCOME
Income from fiduciary activities             32,494      31,129         99,388        93,863
Service charges on deposit accounts          34,621      33,150        105,361        97,138
Customhouse broker fees                           -       8,789         10,764        27,137
Revolving credit fees                         5,293       9,974         16,735        26,228
Securities gains/(losses)                      (276)        516          3,394           788
Other noninterest income                     44,196      40,831        138,904       113,006
                                           --------    --------     ----------    ----------
       Total noninterest income             116,328     124,389        374,546       358,160

NONINTEREST EXPENSES
Salaries and employee benefits              135,055     142,507        424,015       420,374
Net occupancy expense                        23,817      24,649         76,390        73,306
Equipment expense                            16,508      16,787         51,344        50,670
FDIC insurance expense                        6,179        (500)         7,444        21,418
Telecommunications expense                    6,376       7,230         21,433        22,027
Other noninterest expenses                   65,700      70,498        222,180       210,174
                                           --------    --------     ----------    ----------
       Total noninterest expenses           253,635     261,171        802,806       797,969
                                           --------    --------     ----------    ----------
Income before income taxes                  187,460     160,542        548,757       465,552
Provision for income taxes                   65,942      55,240        192,412       158,696
                                           --------    --------     ----------    ----------
NET INCOME                                 $121,518    $105,302     $  356,345    $  306,856
                                           ========    ========     ==========    ==========
Net income applicable to common stock      $116,768    $105,302     $  351,595    $  306,856
                                           ========    ========     ==========    ==========
Net income per share                          $1.04       $0.91          $3.02         $2.62
Average common and common 
  equivalent shares                         112,538     115,993        116,563       117,199

Cash dividends declared on common stock     $41,951     $40,089       $128,278      $118,237
Dividends per common share                    $0.39       $0.35          $1.13         $1.02

</TABLE>
<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                -          -           -          -      306,856          -     306,856
Cash dividends
 declared             -          -           -          -     (118,237)         -    (118,237)
Purchase of
 1,405,500
 shares               -          -           -          -            -    (38,725)    (38,725)
Purchase and
 retirement 
 of 4,200,000
 shares               -    (21,000)   (112,691)         -            -          -    (133,691)
Issuance of
 shares:
 Employee stock 
  plans               -          -         191          -       (4,385)    13,669       9,475
 Acquisitions         -          -       1,450          -            -     75,650      77,100
Amortization of
 deferred
 compensation         -          -         670          -            -          -         670
Change in 
 unrealized
 gains/(losses)
 on investment
 securities
 available for
 sale                 -          -           -     57,758            -          -      57,758 
               --------   --------   ---------   --------   ----------  ---------  ----------
BALANCES AT 
 SEPT. 30,
 1995          $      -   $575,473   $ 414,672   $  2,719   $1,574,639  $ (14,517) $2,552,986
               ========   ========   =========   ========   ==========  =========  ==========
BALANCES AT 
 JANUARY 1, 
 1996          $      -   $575,473   $ 408,644   $ (4,141)  $1,640,980  $ (13,229) $2,607,727
Net income for 
 1996                 -          -           -          -      356,345          -     356,345
Issuance of 
 preferred
 stock          250,000          -      (3,214)         -            -          -     246,786
Cash dividends
 declared on
 preferred
 stock                -          -           -          -       (4,750)         -      (4,750)
Cash dividends 
 declared
 on common
 stock                -          -           -          -     (128,278)         -    (128,278)
Purchase and
 retirement 
 of 11,896,496
 shares of
 common stock         -    (59,483)   (501,847)         -            -    (36,324)   (597,654)
Issuance of
 common stock
 for:
  Employee 
   stock plans        -         24       7,349          -      (20,075)    40,295      27,593
  Acquisitions        -     21,000      98,472          -          208      9,258     128,938
Amortization of
 deferred 
 compensation         -          -         687          -            -          -         687
Change in 
 unrealized 
 gains/(losses)
 on investment 
 securities 
 available for 
 sale                 -          -           -    (38,456)           -          -     (38,456)
               --------   --------   ---------   --------   ---------- ----------  ----------
BALANCES AT 
 SEPT. 30,
 1996          $250,000   $537,014   $  10,091  $ (42,597)  $1,844,430 $        -  $2,598,938
               ========   ========   =========  =========   ========== ==========  ==========
</TABLE>
<PAGE> 5
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Comerica Incorporated and Subsidiaries
<CAPTION>
                                                        Nine Months Ended
                                                           September 30
                                                   ---------------------------
(in thousands)                                             1996           1995
                                                   ------------   ------------
<S>                                                <C>            <C>
OPERATING ACTIVITIES:
  Net income                                       $    356,345   $    306,856
  Adjustments to reconcile net income to net 
    cash provided by operating activities:         
      Provision for loan losses                          82,000         53,500
      Depreciation                                       49,741         47,355
      Net (increase) decrease in trading 
        account securities                                6,476           (451)
      Net (increase) decrease in loans held 
        for sale                                        465,750        (47,194)
      Net (increase) decrease in accrued 
        income receivable                                 1,764        (30,830)
      Net increase (decrease) in accrued expenses       (58,202)       111,488
      Net amortization of intangibles                    23,399         21,519
      Funding for employee benefit plans                (25,000)      (125,000)
      Other, net                                        232,537        (25,607)
                                                   ------------   ------------
         Total adjustments                              778,465          4,780 
                                                   ------------   ------------
           Net cash provided by operating 
             activities                               1,134,810        311,636
INVESTING ACTIVITIES:
  Net decrease in interest-bearing deposits 
    with banks                                            5,930        326,431
  Net increase in federal funds sold 
    and securities purchased under agreements
    to resell                                          (626,202)      (651,900)
  Proceeds from sale of investment securities
    available for sale                                1,100,180         39,342
  Proceeds from maturity of investment
    securities available for sale                     1,029,425        308,979
  Purchases of investment securities 
    available for sale                                 (444,454)       (31,434)
  Proceeds from maturity of investment 
    securities held to maturity                               -        579,776 
  Purchases of investment securities
    held to maturity                                          -       (164,828)
  Net increase in loans (other
    than purchased loans)                            (1,038,893)    (1,904,378)
  Purchase of loans                                     (29,433)       (44,110)
  Fixed assets, net                                     (47,176)       (49,166)
  Net increase in customers' 
    liability on acceptances outstanding                (39,389)          (704)
  Net cash provided by acquisitions/sales               200,459         28,835
                                                   ------------   ------------
           Net cash provided by (used in)
             investing activities                       110,447     (1,563,157)
FINANCING ACTIVITIES:
  Net decrease in deposits                           (1,329,983)      (839,927)
  Net increase in short-term borrowings                 343,526      1,223,989 
  Net increase in acceptances 
    outstanding                                          39,389            704
  Proceeds from issuance of medium- and
    long-term debt                                    1,851,000      2,460,000
  Repayments and purchases of medium- and
    long-term debt                                   (1,903,438)    (1,614,011)
  Proceeds from issuance of preferred stock             246,786              -
  Proceeds from issuance of common stock
    and other capital transactions                       28,280         10,145
  Purchase of common stock for treasury
    and retirement                                     (597,654)      (172,416)
  Dividends paid                                       (126,503)      (115,756)
                                                   ------------   ------------
           Net cash provided by (used in)
             financing activities                    (1,448,597)       952,728 
                                                   ------------   ------------
Net decrease in cash and due from banks                (203,340)      (298,793)
Cash and due from banks at beginning of year          2,028,375      1,822,313
                                                   ------------   ------------
Cash and due from banks at end of period           $  1,825,035   $  1,523,520
                                                   ============   ============
Interest paid                                      $    910,053   $    926,747
                                                   ============   ============
Income taxes paid                                  $    182,483   $    130,629
                                                   ============   ============
Noncash investing and financing activities:
  Loan transfers to other real estate              $      9,152   $     15,249
                                                   ============   ============
  Stock issued for acquisitions                    $    128,938   $     77,100
                                                   ============   ============

</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 nine months ended September 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 September 30, 1996 investment securities having a carrying value
of $3.8 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 $43 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 (sold), net         (3,630)            3,260
Loans charged off                     (90,654)          (73,831)
Recoveries on loans previously 
  charged off                          28,396            33,790
                                    ---------         ---------
  Net loans charged off               (62,258)          (40,041)
Provision for loan losses              82,000            53,500
                                    ---------         ---------
Balance at September 30             $ 357,456         $ 342,914
                                    =========         =========
</TABLE>

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


Note 3 - Allowance for Loan Losses - (Continued)

      Statement of Financial Accounting Standards (SFAS) No. 114,
"Accounting by Creditors for Impairment of a Loan," considers a loan
impaired when 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 $102 million and $120 million for the
quarter and nine months ended September 30, 1996, respectively. 
Approximately $45 million, of the $93 million in total period-end impaired
loans, required an allowance for loan losses of $9 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> 8
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 September
30, 1996 and December 31, 1995:

<TABLE>
<CAPTION>
(in thousands)                      Sept. 30, 1996     December 31, 1995
                                    --------------     -----------------
<S>                                 <C>                <C>
Parent Company
9.75% subordinated notes
  due 1999                          $   74,759         $   74,692
10.125% subordinated debentures
  due 1998                              74,861             74,800
7.25% subordinated notes due
  2007                                 148,584            148,584
                                    ----------         ----------
      Total parent company             298,204            298,076

Subsidiaries
Subordinated notes:
7.875% subordinated notes due
  2026                                 146,878                  -
8.375% subordinated notes due 
  2024                                 147,840            147,782
7.25% subordinated notes due 
  2002                                 149,049            148,931
6.875% subordinated notes due 
  2008                                  99,124             99,066
7.125% subordinated notes due 
  2013                                 148,084            148,000
                                    ----------         ----------
      Total subordinated notes         690,975            543,779

Medium-term notes:
Floating rate based on Treasury 
  bill indices                         649,898          1,099,701
Floating rate based on Prime 
  indices                                    -            550,000
Floating rate based on LIBOR 
  indices                            1,448,960            624,937
Fixed rate notes with interest 
  rates ranging from 5.50% 
  to 6.875%                          1,398,845          1,523,433
                                    ----------         ----------
      Total medium-term notes        3,497,703          3,798,071

Notes payable maturing on dates
  ranging from 1996 through 2015         5,099              4,490
                                    ----------         ----------
      Total subsidiaries             4,193,777          4,346,340
                                    ----------         ----------
      Total medium- and long-term
        debt                        $4,491,981         $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> 9
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries

Note 6 - Off-Balance-Sheet Derivatives and Foreign Exchange Contracts
<TABLE>
<CAPTION>
                                September 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)              $ 8,549  $ 28   $(169)  $(141)  $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          487     5      (2)      3      229       2     (1)      1
   Swaps                       35     -      (2)     (2)      50       8      -       8
                          -------  ----   -----   -----   ------    ----   ----    ----
   Total risk management    9,279    33    (173)   (140)   6,398     117    (42)     75 

Customer Initiated and
Other 
Interest rate contracts
   Caps written               449     -       -       -      360       -      -       - 
   Floors purchased             2     -       -       -        -       -      -       -
   Swaps                       30     6      (6)      -        3       -      -       -
Foreign exchange 
contracts
   Spot, forward, futures 
     and options              803     9      (7)      2      320       5     (5)      -
                          -------  ----   -----   -----   ------    ----   -----   ----
   Total customer 
     initiated and other    1,284    15     (13)      2      683       5     (5)      -
                          -------  ----   -----   -----   ------    ----   -----   ----
   Total derivatives and
     foreign exchange
     contracts            $10,563  $ 48   $(186)  $(138)  $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 $5,259 million and $3,688
million at September 30, 1996 and December 31, 1995, respectively.  These swaps had net
unrealized loss of $107 million at September 30, 1996 versus a net unrealized gain of $4
million at December 31, 1995.  As of September 30, 1996 index amortizing swaps had an average
expected life of approximately 2.83 years with a stated maturity that averaged 4.75 years.

</TABLE>
<PAGE>
<PAGE> 10
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 achieves 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 September 30, 1996.  The swaps are grouped by the assets
or liabilities to which they have been designated.
<PAGE>
<PAGE> 11
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


Note 6 - Off-Balance-Sheet Derivatives and Foreign Exchange Contracts
(Continued)
      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 September 30, 1996 and December 31, 1995, the notional amounts of
commitments to purchase securities totaled $2 million and $16 million,
respectively; the notional amounts of commitments to sell securities
totaled $3 million and $14 million, respectively; and the notional amounts
of commitments to sell mortgage loans totaled $32 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
nine-month period ended September 30, 1996 and for the year ended December
31, 1995.  
      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 nine-month period ended
September 30, 1996 and for the year ended December 31, 1995.
<PAGE>
<PAGE> 12
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries



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

(Continued)

      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 $1.9 billion at
September 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.
<PAGE>
<PAGE> 13
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       1994       
 -----------------------------------------------------------------------------------------
<S>                             <C>    <C>     <C>   <C>    <C>   <C>    <C>     <C>
Variable rate asset 
designation: 
  Receive fixed swaps
    Generic                     $    - $    -  $  -  $    - $   - $    - $    -  $   50
    Amortizing                       4     84   100       -     -      -    188     200
    Index Amortizing               237  1,473   875   1,090   673    870  5,218   3,688

    Weighted average: (1)
      Receive rate                6.34%  5.64% 6.25%   6.39% 6.16%  6.39%  6.12%   6.02%
      Pay rate                    5.56%  5.58% 5.57%   5.54% 5.55%  5.54%  5.56%   5.84%

  Floating/Floating swaps       $    - $    -  $  -  $   25  $  - $    - $   25  $    -

    Weighted average: (3)
      Receive rate                   -%     -%    -%   5.80%    -%     -%  5.80%      -%
      Pay rate                       -%     -%    -%  49.57%    -%     -% 49.57%      -%

Fixed rate asset designation:
    Pay fixed swaps
      Generic                   $   25 $    -  $  -  $    2  $  - $    - $   27  $   37
      Index Amortizing               1     24     3       3    10      -     41       -

      Weighted average: (1)
        Receive rate              5.55%  5.61% 5.50%   5.62% 5.50%     -%  5.57%   5.76%
        Pay rate                  6.31%  5.07% 5.34%   6.70% 5.34%     -%  5.72%   7.14%

Medium- and long-term debt 
designation:
  Generic receive fixed swaps   $  100 $1,300  $  -  $    -  $200 $  850 $2,450  $1,375

    Weighted average: (1)
      Receive rate                5.65%  5.82%    -%      -% 6.91%  7.78%  6.58%   7.01%
      Pay rate                    5.47%  5.45%    -       -% 5.56%  5.74%  5.56%   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       $  175 $  400  $  -  $    -  $  - $    - $  575  $  550

    Weighted average: (2)
      Receive rate                5.63%  5.32%    -%      -%    -%     -%  5.41%   5.76%
      Pay rate                    5.50%  5.45%    -%      -%    -%     -%  5.46%   5.75%

Total notional amount           $  567 $3,281  $978  $1,120  $883 $1,720 $8,549  $5,925
- -----------------------------------------------------------------------------------------
(1)  Variable rates are based on LIBOR rates paid or received at September 30, 1996.
(2)  Variable rates paid are based on LIBOR at September 30, 1996, while variable rates 
     received are based on prime or LIBOR
(3)  Variable rates paid are based on LIBOR at September 30, 1996, while variable rates 
     received represent returns on a principal only total return swap.
- -----------------------------------------------------------------------------------------  
</TABLE>
<PAGE>
<PAGE> 14
Notes to Consolidated Financial Statements
Comerica Incorporated and Subsidiaries


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

(Continued)


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                          4,020       3,357       234         28,191
Maturities/amortizations          (1,382)     (3,114)     (116)       (27,708)
Terminations                           -           -         -              -
                                 -------     -------     -----       --------
Balances at September 30, 1996   $ 8,757     $   522     $ 481       $    803
                                 =======     =======     =====       ========

</TABLE>


      Additional information regarding the nature, terms and associated
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> 15

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

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

      Net income for the quarter ended September 30, 1996 was $122
million, up $17 million, or 15 percent, from $105 million reported for the
third quarter of 1995.  Net income per share increased 14 percent to $1.04
from $0.91 a year ago.  Return on average common shareholders' equity was
19.05 percent and return on average assets was 1.45 percent, compared to
16.81 percent and 1.22 percent, respectively, for the comparable quarter
last year.  
      Net income for the first nine months of 1996 was $356 million or
$3.02 per share, compared to $307 million or $2.62 for the same period in
1995.  Return on common equity was 17.99 percent and return on assets was
1.38 percent, compared to 16.45 percent and 1.20 percent, respectively,
for the first nine 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 nine months ended September 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 September 30,
1996.  On a fully taxable equivalent (FTE) basis, net interest income was
$357 million for the three months ended September 30, 1996, an increase of
$28 million, or 9 percent, over the amount reported for the comparable 
<PAGE>
<PAGE> 16


quarter in 1995.  The improvement was primarily the result of loan growth
and an increase in the net interest rate margin.
      Excluding the sale of the Corporation's Illinois subsidiary, average
total loans for the third quarter of 1996 increased $1.8 billion, or 7
percent, over the third quarter of 1995, driven primarily by growth in the
commercial and commercial mortgage portfolios.  This growth in loans,
along with a decline in lower return investment securities, created a
favorable shift in the mix of earning assets.  This shift was the primary
factor in the rise in net interest margin.  The net interest margin for
the three months ended September 30, 1996, was 4.62 percent, an increase
of 52 basis points from 4.10 percent for the third quarter of 1995.
      Table II provides an analysis of net interest income for the first
nine months of 1996.  On an FTE basis, net interest income for the nine
months ended September 30, 1996 was $1,071 million compared to $976
million for the same period in 1995.  Average total loans increased $2.0
billion for the first nine months of 1996 compared to the first nine
months of 1995.  The net interest margin for the nine months ended
September 30, 1996 was 4.52 percent compared to 4.14 percent for the same
period in 1995.
      Net income generated by the risk management interest rate swap
portfolio resulted in a contribution of 16 basis points to the net
interest margin in the third quarter of 1996, compared to a 1 basis-point
reduction in the year-earlier quarter.  The contribution for the first
nine months of 1996 was 15 basis points compared to a 2 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.
<PAGE>
<PAGE> 17


      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 monitor the effect of movements in interest rates
on net interest income by regularly performing interest sensitivity gap
and earnings simulation analyses.  At September 30, 1996, the Corporation
was in a neutral asset/liability position (on an elasticity adjusted
basis).  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 $34 million, or less than 3
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 $32 million, or less than 3 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 third quarter of 1996 was $29
million, up $3 million from the third quarter of 1995.  The provision for
the first nine months of 1996 was $82 million compared to $54 million 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 $116 million for the three months ended
September 30, 1996, a decrease of $8 million, or 6 percent, over the same
period in 1995.  For the first nine months of 1996, noninterest income
rose $16 million, or 5 percent, over the same period in 1995.  Fiduciary
income, service charges and other noninterest income increased for both 
<PAGE>
<PAGE> 18


the three and nine months ended September 30, 1996.  Included in other
noninterest income for the third quarter of 1996 is a $6 million pre-tax
gain on the sale of the Corporation's Illinois subsidiary.  Customhouse
broker and revolving credit fees decreased during these periods due to
sales and joint ventures, respectively, of those businesses.


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

      Noninterest expenses decreased 3 percent, or $8 million, to $254
million for the three months ended September 30, 1996.  This total
includes a one-time pre-tax assessment of $5 million related to the
recapitalization of the Savings Association Insurance Fund (SAIF).  After
adjusting for the effects of acquisitions, divestitures, and the
aforementioned charge, noninterest expenses decreased 2 percent compared
to the third quarter of 1995.
<PAGE>
<PAGE> 19
<TABLE>
TABLE I - QUARTERLY ANALYSIS OF NET INTEREST INCOME & RATE/VOLUME (FTE)
<CAPTION>
                                                      Three Months Ended                      
                                 -------------------------------------------------------------
                                       September 30, 1996              September 30, 1995      
                                 -----------------------------   -----------------------------
                                 Average              Average    Average              Average 
(in millions)                    Balance   Interest      Rate    Balance   Interest      Rate 
- ----------------------------------------------------------------------------------------------
<S>                              <C>           <C>       <C>     <C>           <C>       <C>
Loans                            $25,178       $542      8.56%   $23,984       $534      8.86%
Investment securities              5,335         92      6.77      7,534        125      6.63
Other earning assets                 206          3      6.33        451          8      6.67 
- ----------------------------------------------------------------------------------------------
   Total earning assets           30,719        637      8.23     31,969        667      8.30

Interest-bearing deposits         16,292        168      4.09     16,926        184      4.31
Short-term borrowings              3,621         48      5.29      5,280         77      5.80
Medium- and long-term debt         4,916         77      6.23      4,779         77      6.37
Net interest rate swap (income)/
  expense (1)                          -        (13)        -          -          -         -
- ----------------------------------------------------------------------------------------------
   Total interest-bearing
     sources                     $24,829        280      4.49    $26,985        338      4.98 
                                               --------------                  ---------------
Net interest income/
  Rate spread (FTE)                            $357      3.74                  $329      3.32
                                               ====                            ====

FTE adjustments                                $  3                            $  5
                                               ====                            ====
Impact of net noninterest-bearing
  sources of funds                                       0.88                            0.78
- ----------------------------------------------------------------------------------------------
Net interest margin as a percent of
  average earning assets (FTE)                           4.62%                           4.10%
==============================================================================================
(1)  After allocation of the income or expense generated by interest rate swaps for the three
months ended September 30, 1996, to the related assets and liabilities, the average yield on total
loans was 8.68 percent as of September 30, 1996, compared to 8.85 percent a year ago.  The average
cost of funds for medium- and long-term debt was 5.78 percent as of September 30, 1996, compared
to 6.14 percent a year earlier.
                                            Increase   Increase
                                           (Decrease) (Decrease)     Net
                                             Due to     Due to    Increase
                                              Rate      Volume*  (Decrease)
                                           ---------- ---------- ----------
(in millions)

Loans                                         $(18)      $ 26       $  8 
Investment securities                            2        (35)       (33)
Other earning assets                             -         (5)        (5)
                                             ------------------------------
   Total earning assets                        (16)       (14)       (30)

Interest-bearing deposits                       (7)        (9)       (16)
Short-term borrowings                           (7)       (22)       (29)
Medium- and long-term debt                      (2)         2          -
Net interest rate swap 
  (income)/expense                             (13)         -        (13)
                                             ------------------------------
   Total interest-bearing sources              (29)       (29)       (58)
                                             ------------------------------

Net interest income/Rate spread (FTE)        $  13       $ 15      $  28 
                                             ==============================

* Rate/Volume variances are allocated to variances due to volume.
/TABLE
<PAGE>
<PAGE> 20
<TABLE>
TABLE II - YEAR-TO-DATE ANALYSIS OF NET INTEREST INCOME & RATE/VOLUME (FTE)
<CAPTION>
                                                      Nine Months Ended                       
                                 -------------------------------------------------------------
                                       September 30, 1996              September 30, 1995     
                                 -----------------------------   -----------------------------
                                 Average              Average    Average              Average 
(in millions)                    Balance   Interest      Rate    Balance   Interest      Rate 
- ----------------------------------------------------------------------------------------------
<S>                              <C>         <C>         <C>     <C>         <C>         <C>
Loans                            $25,304     $1,622      8.56%   $23,291     $1,556      8.93%
Investment securities              6,058        310      6.76      7,721        385      6.62
Other earning assets                 219         10      6.19        389         19      6.67
- ----------------------------------------------------------------------------------------------
   Total earning assets           31,581      1,942      8.19     31,401      1,960      8.33

Interest-bearing deposits         16,865        520      4.12     16,875        538      4.26
Short-term borrowings              4,064        163      5.34      5,200        230      5.91
Medium- and long-term debt         4,837        224      6.19      4,393        211      6.42
Net interest rate swap
  (income)/expense (1)                 -        (36)        -          -          5         -
- ----------------------------------------------------------------------------------------------
   Total interest-bearing 
     sources                     $25,766        871      4.52    $26,468        984      4.97
                                             -----------------               ------------------
Net interest income/
  Rate spread (FTE)                          $l,071      3.67                $  976      3.36  
                                             ======                          ======

FTE adjustment                               $   12                          $   17
                                             ======                          ======
Impact of net noninterest-bearing
  sources of funds                                       0.85                            0.78 
- ----------------------------------------------------------------------------------------------
Net interest margin as a percent of
  average earning assets (FTE)                           4.52%                           4.14%
==============================================================================================
(1)  After allocation of the income or expense generated by interest rate swaps for the nine
months ended September 30, 1996, to the related assets and liabilities, the average yield on
total loans was 8.67 percent as of September 30, 1996, compared to 8.83 percent a year ago. 
The average cost of funds for medium- and long-term debt was 5.69 percent as of September 30,
1996, compared to 6.16 percent a year earlier.

                                            Increase   Increase
                                           (Decrease) (Decrease)     Net
                                             Due to     Due to    Increase
                                              Rate      Volume*  (Decrease)
                                           ---------- ---------- ----------
(in millions)

Loans                                         $(61)      $127       $ 66 
Investment securities                            8        (83)       (75)
Other earning assets                            (2)        (7)        (9)
                                             ------------------------------
   Total earning assets                        (55)        37        (18)

Interest-bearing deposits                      (13)        (5)       (18)
Short-term borrowings                          (22)       (45)       (67)
Medium- and long-term debt                      (7)        20         13
Net interest rate swap
  (income)/expense                             (41)         -        (41)
                                             ------------------------------
   Total interest-bearing sources              (83)       (30)      (113)
                                             ------------------------------

Net interest income/Rate spread (FTE)        $  28       $ 67       $ 95
                                             ==============================

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

/TABLE
<PAGE>
<PAGE> 21


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


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

      The provision for income taxes for the third quarter of 1996 totaled
$66 million, an increase of 19 percent compared to $55 million reported
for the same period a year ago.  The effective tax rate increased to 35
percent for the third quarter of 1996 from 34 percent for the third
quarter of 1995, as a result of lower tax-exempt income.


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

      Total assets were $34.3 billion at September 30, 1996, compared with
$35.5 billion at December 31, 1995.  The sale of the Corporation's
Illinois subsidiary during the third quarter of this year reduced total
assets by $1.3 billion, loans by $765 million and deposits by $986
million.  Excluding the Illinois sale, loan growth in 1996 has been
concentrated in the commercial and commercial mortgage loan categories,
which rose $1.2 billion, or 10 percent, and $334 million, or 10 percent,
respectively, since December 31, 1995.  Loan growth has been partially
funded by the sale of $1.1 billion of investment securities during the
year.
      Total liabilities fell $1.1 billion, or 3 percent, to $31.7 billion
since December 31, 1995, primarily due to the Illinois sale.  The overall
decline in liabilities was net of a $524 million increase in demand
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 
<PAGE>
<PAGE> 22


trends, geographic dispersion of borrowers, trends in past due and
nonaccrual amounts, risk characteristics of various categories and
concentrations of loans, and transfer risks.  
      At September 30, 1996, the allowance for loan losses was $357
million, an increase of $16 million, or 5 percent, since December 31,
1995.  The allowance as a percentage of total loans increased slightly to
1.41 percent, compared to 1.40 percent at December 31, 1995.  As a
percentage of total nonperforming assets, the allowance increased from 209
percent at year-end 1995 to 274 percent at September 30, 1996.
      Net charge-offs for the third quarter of 1996 were $22 million, or
0.34 percent of average total loans, compared with $21 million, or 0.35
percent, for the year-earlier quarter.  An analysis of the allowance for
loan losses is presented in the notes to the consolidated financial
statements. 
      Nonperforming assets have declined significantly since December 31,
1995, and were categorized as follows:

<TABLE>
<CAPTION>
                                  September 30,        December 31,
(in thousands)                            1996                1995
                                 -------------        ------------
<S>                              <C>                  <C>
Nonaccrual loans:
  Commercial                     $      64,615        $     87,195
  Real estate construction               4,896               6,578
  Commercial mortgage                   19,984              31,123
  Residential mortgage                   4,521               5,507
                                 -------------        ------------
       Total nonaccrual loans           94,016             130,403
Reduced-rate loans                       7,555               3,244
                                 -------------        ------------
       Total nonperforming loans       101,571             133,647
Other real estate                       29,035              29,384
                                 -------------        ------------
  Total nonperforming assets     $     130,606        $    163,031
                                 =============        ============

Loans past due 90 days or more   $      50,084        $     57,134
                                 =============        ============
</TABLE>

      Nonperforming assets as a percentage of total loans and other real
estate at September 30, 1996 and December 31, 1995, were 0.51 percent and
0.67 percent, respectively.  
<PAGE>
<PAGE> 23


Capital
- -------

      Common shareholders' equity was down $220 million from December 31,
1995 to September 30, 1996, excluding the change in unrealized losses on
investment securities available for sale.  The decrease was due to the
repurchase and retirement of 12 million shares of common stock under
various corporate programs, offset by the retention of $223 million in
earnings and the issuance of $125 million of common stock in connection
with the acquisition of Metrobank in January 1996.
      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, 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>   
                                         September 30,    December 31,
                                              1996            1995   
                                         -------------    ------------ 
<S>                                          <C>              <C>    
Leverage ratio (3.00 - minimum)               7.09%            6.87%
Tier 1 risk-based capital 
  ratio (4.0 - minimum)                       7.34             7.63
Total risk-based capital 
  ratio (8.0 - minimum)                      11.19            11.21

</TABLE>

      At September 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.


<PAGE>
<PAGE> 24


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

      On August 2, 1996, the Corporation sold its Illinois subsidiary,
Comerica Bank-Illinois, for approximately $160 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 operations in that year.

<PAGE>
<PAGE> 25


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

     The Corporation did not file any reports on Form 8-K during the three
     months ended September 30, 1996.

<PAGE>
<PAGE> 26


                            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:  November 14, 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      Nine Months Ended
                                        September 30            September 30
                                     -------------------    -------------------
                                        1996        1995        1996       1995
                                     --------   --------    --------   --------
<S>                                  <C>        <C>         <C>        <C>
Primary:
  Average shares outstanding          110,481    114,629     114,685    116,207
  Common stock equivalent:
    Net effect of the assumed 
      exercise of stock options         2,057      1,364       1,878        992
                                     --------   --------    --------   --------
    Primary average shares            112,538    115,993     116,563    117,199
                                     ========   ========    ========   ========
  
Net income                           $121,518   $105,302    $356,345   $306,856
Less preferred stock dividends          4,750          -       4,750          -
                                     --------   --------    --------   --------
Net income applicable to common
  stock                              $116,768   $105,302    $351,595   $306,856
                                     ========   ========    ========   ========

Primary net income per share            $1.04      $0.91       $3.02      $2.62

Fully diluted:
  Average shares outstanding          110,481    114,629     114,685    116,207
  Common stock equivalent:
    Net effect of the assumed 
      exercise of stock options         2,310      1,472       2,373      1,490
                                     --------   --------    --------   --------
    Fully diluted average shares      112,791    116,101     117,058    117,697
                                     ========   ========    ========   ========

Net income                           $121,518   $105,302    $356,345   $306,856
Less preferred stock dividends          4,750          -       4,750          -
                                     --------   --------    --------   -------- 
Net income applicable to common
  stock                              $116,768   $105,302    $351,595   $306,856
                                     ========   ========    ========   ========
Fully diluted net income 
  per share                             $1.04      $0.91       $3.00      $2.61
                               
</TABLE>


<TABLE> <S> <C>


<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
THE SEPTEMBER 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       1,825,035
<INT-BEARING-DEPOSITS>                          17,694
<FED-FUNDS-SOLD>                               663,300
<TRADING-ASSETS>                                 4,192
<INVESTMENTS-HELD-FOR-SALE>                  5,181,562
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                     25,367,321
<ALLOWANCE>                                    357,456
<TOTAL-ASSETS>                              34,341,746
<DEPOSITS>                                  21,863,049
<SHORT-TERM>                                 4,961,773
<LIABILITIES-OTHER>                            426,005
<LONG-TERM>                                  4,491,981
<COMMON>                                       537,014
                                0
                                    250,000
<OTHER-SE>                                   1,811,924
<TOTAL-LIABILITIES-AND-EQUITY>              34,341,746
<INTEREST-LOAN>                              1,617,898
<INTEREST-INVEST>                              302,087
<INTEREST-OTHER>                                10,058
<INTEREST-TOTAL>                             1,930,043
<INTEREST-DEPOSIT>                             520,378
<INTEREST-EXPENSE>                             871,026
<INTEREST-INCOME-NET>                        1,059,017
<LOAN-LOSSES>                                   82,000
<SECURITIES-GAINS>                               3,394
<EXPENSE-OTHER>                                802,806
<INCOME-PRETAX>                                548,757
<INCOME-PRE-EXTRAORDINARY>                     356,345
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   356,345
<EPS-PRIMARY>                                     3.02
<EPS-DILUTED>                                     3.00
<YIELD-ACTUAL>                                    4.52
<LOANS-NON>                                     94,016
<LOANS-PAST>                                    50,084
<LOANS-TROUBLED>                                 7,555
<LOANS-PROBLEM>                                343,956
<ALLOWANCE-OPEN>                               341,344
<CHARGE-OFFS>                                   90,654
<RECOVERIES>                                    28,396
<ALLOWANCE-CLOSE>                              357,456
<ALLOWANCE-DOMESTIC>                           271,031
<ALLOWANCE-FOREIGN>                              2,064
<ALLOWANCE-UNALLOCATED>                         84,361
        

</TABLE>


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