OMB APPROVAL
OMB NUMBER: 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
THE COMMERCE GROUP, INC.
(NAME OF ISSUER)
COMMON STOCK $0.50 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
200641108
(CUSIP NUMBER)
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT
0. (A FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1) HAS A
PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE
THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM 1;
AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING
BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.) (SEE
RULE 13D-7).
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURE PROVIDED
IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO
THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO
ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
SEC 1745 (5-87)
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CUSIP NO. 200641108 13G PAGE 1 OF 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE COMMERCE GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
ID#: 04-6643047
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)0
(B)0
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
3,953,185
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
3,953,185
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,953,185
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10%
12. TYPE OF REPORTING PERSON*
EP
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PAGE 2 OF 3
ITEM 1.
A. THE COMMERCE GROUP, INC.
B. 211 MAIN STREET, WEBSTER, MA 01570
ITEM 2.
A. THE COMMERCE GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
("PLAN").
B. 211 MAIN STREET, WEBSTER, MA 01570.
C. MASSACHUSETTS.
D. COMMON STOCK.
E. CUSIP 200641108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-
1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING
IS A:
(F) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT
TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 OR ENDOWMENT FUND.
ITEM 4. OWNERSHIP
AT DECEMBER 31, 1996, THE "PLAN" OWNED BENEFICIALLY A TOTAL OF
SHARES OF COMMON STOCK OF THE ISSUER, OR APPROXIMATELY 10% OF THE
ISSUERS ISSUED AND OUTSTANDING COMMON STOCK. THE "PLAN", ACTING
THROUGH ITS TRUSTEES, HAS THE SOLE POWER TO DISPOSE OR DIRECT
DISPOSITION OF SUCH SHARES. SHARES WHICH ARE ALLOCATED TO VARIOUS
PLAN ACCOUNTS ARE VOTED AS DIRECTED BY THE ACCOUNT HOLDER;
UNALLOCATED SHARES AND SHARES AS TO WHICH NO VOTING INSTRUCTIONS
HAVE BEEN RECEIVED ARE VOTED BY THE PLAN TRUSTEES.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
ITEM 5 IS NOT APPLICABLE.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
ITEM 6 IS NOT APPLICABLE.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY
ITEM 7 IS NOT APPLICABLE.
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PAGE 3 OF 3
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
ITEM 8 IS NOT APPLICABLE.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
ITEM 9 IS NOT APPLICABLE.
ITEM 10. CERTIFICATION.
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE
ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE
OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE
CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH
PURPOSES OR EFFECT.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT
ON BEHALF OF THE COMMERCE GROUP, INC. EMPLOYEE STOCK OWNERSHIP
PLAN IS TRUE, COMPLETE AND CORRECT.
FEBRUARY 7, 1997
DATE
______________________________
SIGNATURE
RANDALL V. BECKER, TRUSTEE
THE COMMERCE GROUP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
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