1

                                   Exhibit 5
                                   ---------


 2

                             LEWIS, RICE & FINGERSH

                          A LIMITED LIABILITY COMPANY


                                ATTORNEYS AT LAW

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

                               TEL (314) 444-7600


                                 July 13, 1995



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

      RE:  REGISTRATION STATEMENT ON FORM S-8 OF 2,000,000 SHARES OF COMMON
           STOCK FOR THE BOATMEN'S BANCSHARES, INC. 1991 INCENTIVE STOCK OPTION
           PLAN

Gentlemen:

      In connection with the registration of 2,000,000 shares of common stock,
par value $1.00 per share (the "Shares"), of Boatmen's Bancshares, Inc. (the
"Company") for issuance pursuant to the Boatmen's Bancshares, Inc. 1991
Incentive 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 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