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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



                            February 2, 1996



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

      RE:  REGISTRATION STATEMENT ON FORM S-8 OF 99,000 SHARES
           OF COMMON STOCK FOR THE FOURTH FINANCIAL CORPORATION
           1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

Gentlemen:

      In connection with the registration of 99,000 shares of
common stock, par value $1.00 per share (the "Shares"), of
Boatmen's Bancshares, Inc. (the "Company") for issuance pursuant
to the Fourth Financial Corporation 1993 Non-Employee Directors
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