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                                     Exhibit 5
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                     LEWIS, RICE & FINGERSH

                  A LIMITED LIABILITY COMPANY

                       ATTORNEYS AT LAW


                 500 N. BROADWAY, SUITE 2000
               ST. LOUIS, MISSOURI 63102-2147

                       TEL (314) 444-7600
                       FAX (314) 241-6056



                                  April 3, 1995



Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101

      Re:    Registration Statement on Form S-8 of 329,179 Shares of
             Common Stock for the Worthen Banking Corporation
             Amended and Substituted Stock Option Plan

Gentlemen:

      In connection with the registration of 329,179 shares of
common stock, par value $1.00 per share (the "Shares"), of
Boatmen's Bancshares, Inc. (the "Company") for issuance pursuant
to the Worthen Banking Corporation Amended and Substituted Stock
Option Plan (the "Plan"), you have requested that we furnish you
with our opinion as to the legality of such issuance of the
Shares.

      As General Counsel to the Company, we have participated in
the preparation of its Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Registration
Statement") with respect to the Shares.  We have examined and are
familiar with the Company's Restated Articles of Incorporation,
Bylaws as amended, records of corporate proceedings, the Plan and
such other documents and records as we have considered
appropriate.

      Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and will, when
issued pursuant to the Plan, be legally issued, fully paid and
non-assessable.

      We consent to the use of this opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,

                                      LEWIS, RICE & FINGERSH, L.C.

                                      /s/ Lewis, Rice & Fingersh, L.C.


ST. LOUIS, MISSOURI * KANSAS CITY, MISSOURI * CLAYTON, MISSOURI *
WASHINGTON, MISSOURI * BELLEVILLE, ILLINOIS * HAYS, KANSAS * LEAWOOD, KANSAS