FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee Required). For the fiscal year ended December 31, 1994.

Commission file number 1-10706

Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue,
Detroit, Michigan 48226
313-222-4000

Incorporated in the State of Delaware, IRS Employer Identification No.
38-1998421.

Securities registered pursuant to Section 12(b) of the Act:

- Common Stock, $5 par value
- Rights to acquire Series C Preferred Stock, no par value

These securities are registered on the New York Stock Exchange. Securities
registered pursuant to Section 12(g) of the Act:

- 10.125 percent Subordinated Debentures due in 1998

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.

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, but will be contained in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

At February 13, 1995, the registrant's common stock, $5 par value, held by
nonaffiliates had an aggregate market value of $3,025,547,004 based on the
closing price on the New York Stock Exchange on that date of $27.375 per share
and 110,522,265 shares of common stock held by nonaffiliates. For purposes of
this Form 10-K only, it has been assumed that all common shares held by the
Trust Department of Comerica affiliated banks and by the registrant's directors
and executive officers are held by affiliates.

At February 13, 1995, the registrant had outstanding (exclusive of treasury
shares) 116,773,798 shares of its common stock, $5 par value.

DOCUMENTS INCORPORATED BY REFERENCE:

1. PARTS I AND II:

Items 1-8--Annual Report to Shareholders for the year ended December 31, 1994.

Item 9--Proxy Statement for the Annual Meeting of Shareholders to be held May
19, 1995.

2. PART III:

Items 10-13--Proxy Statement for the Annual Meeting of Shareholders to be held
May 19, 1995.

PART I

ITEM 1. BUSINESS

GENERAL

Comerica Incorporated ("Comerica" or the "Corporation") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), a
Michigan banking corporation ("Comerica Bank"). As of December 31, 1994,
Comerica owned directly or indirectly all the outstanding common stock (except
for directors' qualifying shares, where applicable) of seven banking and
forty-nine non-banking subsidiaries. At December 31, 1994, Comerica had total
assets of approximately $33.4 billion, total deposits of approximately $22.4
billion, total loans (net of unearned income) of approximately $22.2 billion,
and shareholders' equity of approximately $2.4 billion. At December 31, 1994,
Comerica was the second largest bank holding company headquartered in Michigan
in terms of both total assets and total deposits.

BUSINESS STRATEGY

Comerica's business strategy focuses on five core businesses in four geographic
markets. Those businesses are corporate banking, consumer banking, private
banking, institutional trust and investment management, and international
finance and trade services. Corporate banking incorporates highly specialized
units servicing a full range of company sizes with both credit and non-credit
products. Consumer banking provides deposit, credit and fee-based products to
individuals needing financial services but whose income or wealth do not make
them prospects for private banking services. Private banking is oriented to
servicing the financial needs of the affluent market as defined by individual
net income or wealth. Institutional trust and investment management activities
involve providing companies, municipalities and other entities a wide spectrum
of investment management products and trust products such as master trust,
master custody, and corporate trust services, as well as administering and
serving as trustee for employee benefit plans. International finance and trade
services offer importers and exporters trade financing, letters of credit,

1
3
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

foreign exchange and international customhouse brokerage and freight forwarding
products. The core businesses are tailored to each of Comerica's four primary
geographic markets: the Midwest (currently Michigan and Illinois), Texas,
California and Florida. The Midwest is the only market in which all five core
businesses are currently pursued. In California and Texas the primary focus is
on corporate banking and private banking activities. In Florida the primary
focus is on private banking.

ACQUISITIONS AND JOINT VENTURE

On September 8, 1993, Comerica, Pacific Western Bancshares, Inc., a Delaware
Corporation and bank holding company ("PAC WEST"), Pacific Western Bank, a
California state chartered bank and wholly owned subsidiary of PAC WEST
("PWB"), and Comerica California Incorporated, a California corporation, bank
holding company and wholly owned subsidiary of the Corporation ("COM CAL"),
entered into an Agreement and Plan of Reorganization and Merger providing for,
among other things, the merger of COM CAL into PAC WEST with PAC WEST being the
surviving corporation under the charter and bylaws of COM CAL and the name
"Comerica California Incorporated." The merger of COM CAL into PAC WEST was
completed on March 30, 1994 and was accounted for as a purchase. PAC WEST
shareholders received common stock of the Corporation valued at approximately
$121 million. At December 31, 1993, PAC WEST had assets of approximately $1
billion. PWB merged into Comerica Bank-California on June 30, 1994.
On April 4, 1994, Comerica, Michigan National Corporation, a Michigan
corporation and a bank holding company ("MNC"), Lockwood Banc Group, Inc., a
Michigan corporation, wholly owned subsidiary of MNC and a registered bank
holding company ("Lockwood") and Lockwood National Bank of Houston, a national
banking association and wholly owned subsidiary of Lockwood ("LNB") entered
into a Stock Purchase Agreement whereby Comerica purchased from MNC all of the
issued and outstanding stock of Lockwood and LNB. The purchase was completed on
August 4, 1994 for a purchase price of approximately $44 million in cash. At
June 30, 1994, Lockwood had assets of approximately $318 million. Comerica
contributed the stock of LNB to Comerica Texas Incorporated its wholly owned
bank holding company in Texas. LNB merged into Comerica Bank-Texas on December
16, 1994.
On October 4, 1994, Comerica, University Bank & Trust Company, a
California bank ("UBT") and Comerica Interim Incorporated, a California
corporation and wholly owned subsidiary of Comerica ("Interim") entered into an
Agreement and Plan of Reorganization and Merger providing for, among other
things, the merger of UBT into Interim with UBT being the surviving
corporation. Subsequent to the merger of UBT into Interim, UBT may, at the
Corporation's election, be merged into a subsidiary of the Corporation. UBT
shareholders will receive approximately 2.7 million shares of Comerica common
stock. The transaction is subject to regulatory approval and is expected to be
completed in the spring of 1995. As of December 31, 1994, UBT had total assets
of approximately $460 million.
On November, 2, 1994, Comerica and Munder Capital Management, Inc., a
Delaware corporation and registered investment adviser located in the Detroit,
Michigan metropolitan area ("Munder"), entered into a Joint Venture Agreement
providing for the combination of the investment advisory businesses of Munder
and two investment advisory subsidiaries of Comerica: Woodbridge Capital
Management, Inc. ("Woodbridge") and World Asset Management, Inc. ("World"). As
of December 31, 1994, the joint venture became effective with the formation of
a partnership, Munder Capital Management, that succeeded to the investment
advisory businesses of Munder, Woodbridge, and World. Munder now holds a
majority interest in Munder Capital Management, and Comerica holds a minority
interest.

SUPERVISION AND REGULATION

Banks, bank holding companies and financial institutions are highly regulated
at both the state and federal level. As a bank holding company, Comerica is
subject to supervision and regulation by the Federal Reserve Board under the
Bank Holding Company Act of 1956, as amended (the "Act"). Under the Act, the
Corporation is prohibited, with certain exceptions, from acquiring or retaining
direct or indirect ownership or control of voting shares of any company which
is not a bank or bank holding company and from engaging in activities other
than those of banking or of managing or controlling banks, other than
subsidiary companies and activities which the Federal Reserve Board determines
to be so closely related to the business of banking as to be a proper incident
thereto.
Comerica Bank is chartered by the State of Michigan and is supervised
and regulated by the Financial Institutions Bureau of the State of Michigan.
Comerica Bank-Texas is chartered by the State of Texas and is supervised and
regulated by the Texas Department of Banking. Comerica Bank-Midwest, N.A. and
Comerica Bank-Ann Arbor, N.A. are chartered under federal law and subject to
supervision and regulation by the Office of the Comptroller of the Currency.
Comerica Bank-California is chartered and regulated by the State of California.
Comerica Bank & Trust, FSB is chartered under federal law and subject to
supervision and regulation by the Office of Thrift Supervision. Comerica
Bank-Illinois is chartered by the State of Illinois and is regulated by the
State of Illinois Commissioner of Banks and Trust Companies. Comerica Bank,
Comerica Bank-Illinois, Comerica

2
4
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

Bank-Midwest, N.A. and Comerica Bank-Ann Arbor, N.A. are members of the Federal
Reserve System. State member banks are also regulated by the Federal Reserve
Bank and state non-member banks are also regulated by the Federal Deposit
Insurance Corporation. The deposits of all the banks, except for Comerica Bank
& Trust, FSB, are insured by the Bank Insurance Fund (the "BIF") of the Federal
Deposit Insurance Corporation to the extent provided by law. The deposits of
Comerica Bank & Trust, FSB, are insured by the Savings Association Insurance
Fund to the extent provided by law.
Comerica is a legal entity separate and distinct from its banking and
other subsidiaries. Most of Comerica's revenues result from dividends paid to
it by its bank subsidiaries. There are statutory and regulatory requirements
applicable to the payment of dividends by subsidiary banks to Comerica as well
as by Comerica to its shareholders.

INTERSTATE BANKING AND BRANCHING

On September 29, 1994, the Riegle/Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was signed into law. This
Interstate Act effectively permits nationwide banking. The Interstate Act
provides that one year after enactment, adequately capitalized and adequately
managed bank holding companies may acquire banks in any state, even in those
jurisdictions that currently bar acquisitions by out-of-state institutions,
subject to deposit concentration limits. The deposit concentration limits
provide that regulatory approval by the Federal Reserve Board may not be
granted for a proposed interstate acquisition if after the acquisition, the
acquiror on a consolidated basis would control more than 10 percent of the
total deposits nationwide or would control more than 30 percent of deposits in
the state where the acquiring institution is located. The deposit concentration
state limit does not apply for initial acquisitions in a state and in every
case, may be waived by the state regulatory authority. Interstate acquisitions
are subject to compliance with the Community Reinvestment Act ("CRA"). States
are permitted to impose age requirements not to exceed five years on target
banks for interstate acquisitions. States are not allowed to opt-out of
interstate banking.
Branching between states may be accomplished either by merging
separate banks located in different states into one legal entity, or by
establishing de novo branches in another state. Consolidation of banks is not
permitted until June 1, 1997 provided that the state has not passed legislation
"opting-out" of interstate branching. If a state opts-out prior to June 1,
1997, then banks located in that state may not participate in interstate
branching. Interstate branching is also subject to a 30 percent statewide
deposit concentration limit on a consolidated basis, and a 10 percent
nationwide deposit concentration limit. The laws of the host state regarding
community reinvestment, fair lending, consumer protection (including usury
limits) and establishment of branches shall apply to the interstate branches.
De novo branching by an out-of-state bank is not permitted unless the
host state expressly permits de novo branching by banks from out-of-state. The
establishment of an initial de novo branch in a state is subject to the same
conditions as apply to initial acquisition of a bank in the host state other
than the deposit concentration limits.
Effective one year after enactment, the Interstate Act permits bank
subsidiaries of a bank holding company to act as agents for affiliated
depository institutions in receiving deposits, renewing time deposits, closing
loans, servicing loans and receiving payments on loans and other obligations. A
bank acting as agent for an affiliate shall not be considered a branch of the
affiliate. Any agency relationship between affiliates must be on terms that are
consistent with safe and sound banking practices. The authority for an agency
relationship for receiving deposits includes the taking of deposits for an
existing account but is not meant to include the opening or origination of new
deposit accounts. Subject to certain conditions, insured saving associations
which were affiliated with banks as of June 1, 1994, may act as agents for such
banks. An affiliate bank or saving association may not conduct any activity as
an agent which such institution is prohibited from conducting as principal.
If an interstate bank decides to close a branch located in a low- or
moderate-income area, it must comply with additional branch closing notice
requirements. The appropriate regulatory agency is authorized to consult with
community organizations to explore options to maintain banking services in the
affected community where the branch is to be closed.
To ensure that interstate branching does not result in taking deposits
without regard to a community's credit needs, the regulatory agencies are
directed to implement regulations prohibiting interstate branches from being
used as "deposit production offices." The regulations to implement its
provisions are due by June 1, 1997. The regulations must include a provision to
the effect that if loans made by an interstate branch are less than fifty
percent of the average of all depository institutions in the state, then the
regulator must review the loan portfolio of the branch. If the regulator
determines that the branch is not meeting the credit needs of the community, it
has the authority to close the branch and to prohibit the bank from opening new
branches in that state.

3
5
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

When the interstate banking provisions become effective in one year,
Comerica will have enhanced opportunities to acquire banks in any state subject
to approval by the appropriate federal and state regulatory agencies. When the
interstate branching provisions become effective in June 1997, Comerica will
have the opportunity to consolidate its affiliate banks to create one legal
entity with branches in more than one state should management decide to do so,
or to establish branches in different states, subject to any state opt-out
provisions. The agency authority permitting Comerica affiliate banks to act as
agents for each other in accepting deposits or servicing loans should make it
more convenient for customers of one Comerica bank to transact their banking
business at a Comerica affiliate in another state provided that operations are
in place to facilitate these out of state transactions.

DIVIDENDS

Each state bank subsidiary that is a member of the Federal Reserve System and
each national banking association is required by federal law to obtain the
prior approval of the Federal Reserve Board or the Office of the Comptroller of
the Currency, as the case may be, for the declaration and payment of dividends
if the total of all dividends declared by the board of directors of such bank
in any year will exceed the total of (i) such bank's net profits (as defined
and interpreted by regulation) for that year plus (ii) the retained net profits
(as defined and interpreted by regulation) for the preceding two years, less
any required transfers to surplus. In addition, these banks may only pay
dividends to the extent that retained net profits (including the portion
transferred to surplus) exceed bad debts (as defined by regulation).
Under the foregoing dividend restrictions, at January 1, 1995
Comerica's subsidiary banks, without obtaining governmental approvals, could
declare aggregate dividends of approximately $153 million from retained net
profits of the preceding two years, plus an amount approximately equal to the
net profits (as measured under current regulations), if any, earned for the
period from January 1, 1995 through the date of declaration. Dividends paid to
Comerica by its subsidiary banks amounted to $293 million in 1994 and $311
million in 1993.

FIRREA

Recent banking legislation, including the Financial Institutions Reform and
Recovery and Enforcement Act of 1989 ("FIRREA") and the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), has broadened the
regulatory powers of the federal bank regulatory agencies. Under FIRREA, a
depository institution insured by the Federal Deposit Insurance Corporation
(the "FDIC") can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC in connection with (i) the default of a
commonly controlled FDIC-insured depository institution, or (ii) any assistance
provided by the FDIC to any commonly controlled FDIC-insured depository
institution "in danger of default." "Default" is defined generally as the
appointment of a conservator or receiver and "in danger of default" is defined
generally as the existence of certain conditions indicating that a default is
likely to occur in the absence of regulatory assistance.

FDICIA

In December 1991, FDICIA was enacted, substantially revising the bank
regulatory and funding provisions of the Federal Deposit Insurance Act and
making revisions to several other federal banking statutes.
Among other things, FDICIA requires the federal banking agencies to
take "prompt corrective action" in respect of depository institutions that do
not meet minimum capital requirements. FDICIA establishes five capital tiers:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized." A
depository institution's capital tier will depend upon where its capital levels
are in relation to various relevant capital measures, which will include a
risk-based capital measure and a leverage ratio capital measure, and certain
other factors.
Regulations establishing the specific capital tiers provide that, for
an institution to be well capitalized it must have a total risk-based capital
ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6
percent, a Tier 1 leverage ratio of at least 5 percent, and not be subject to
any specific capital order or directive. For an institution to be adequately
capitalized it must have a total risk-based capital ratio of at least 8
percent, a Tier 1 risk-based capital ratio of at least 4 percent, and a Tier 1
leverage ratio of at least 4 percent (and in some cases 3 percent). Under these
regulations, the banking subsidiaries of Comerica would be considered to be
well capitalized as of December 31, 1994.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are

4
6
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

subject to growth limitations and are required to submit a capital restoration
plan. The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital. In addition, for a capital restoration plan to be acceptable, the
depository institution's parent holding company must guarantee that the
institution will comply with such capital restoration plan. The aggregate
liability of the parent holding company under the guaranty is limited to the
lesser of (i) an amount equal to 5 percent of the depository institution's
total assets at the time it became undercapitalized, and (ii) the amount that
is necessary (or would have been necessary) to bring the institution into
compliance with all capital standards applicable with respect to such
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it is
significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized institutions are subject to the appointment
of a receiver or conservator.
Under FDICIA, the FDIC is permitted to provide financial assistance to
an insured bank before appointment of a conservator or receiver only if (i)
such assistance would be the least costly method of meeting the FDIC's
insurance obligations, (ii) grounds for appointment of a conservator or a
receiver exist or are likely to exist, (iii) it is unlikely that the bank can
meet all capital standards without assistance and (iv) the bank's management
has been competent, has complied with applicable laws, regulations, rules and
supervisory directives and has not engaged in any insider dealing, speculative
practice or other abusive activity.
FDICIA directs that each federal banking agency prescribe standards
for depository institutions and depository institution holding companies
relating to internal controls, information systems, internal audit systems,
loan documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares and other standards as they deem appropriate. Because
such standards have been proposed but not yet finalized, management is unable
to assess their impact.
FDICIA also contains a variety of other provisions that may affect the
operations of depository institutions including new reporting requirements,
regulatory standards for real estate lending, "truth in savings" provisions,
the requirement that a depository institution give 90 days prior notice to
customers and regulatory authorities before closing any branch and a
prohibition on the acceptance or renewal of brokered deposits by depository
institutions that are not well capitalized or are adequately capitalized and
have not received a waiver from the FDIC. Under regulations relating to the
brokered deposit prohibition, Comerica Bank is well capitalized and may accept
brokered deposits without restriction.

FDIC INSURANCE ASSESSMENTS

Comerica's subsidiary banks are subject to FDIC deposit insurance assessments.
On January 1, 1994, a permanent risk-based deposit premium assessment system
became effective under which each depository institution is placed in one of
nine assessment categories based on certain capital and supervisory measures.
The assessment rates under the system range from 0.23 percent to 0.31 percent
of domestic deposits depending upon the assessment category into which the
insured institution is placed. Based on the current FDIC proposal, it is
probable that such assessments will decrease in the future. Any decrease in
assessments could have a positive impact on Comerica's results of operations.

COMPETITION

Banking is a highly competitive business. The Michigan banking subsidiary of
the Corporation competes primarily with Detroit and outstate Michigan banks for
loans, deposits and trust accounts. Through its offices in Arizona, California,
Colorado, Florida, Indiana, Illinois, Ohio and Texas, Comerica competes with
other financial institutions for various types of loans. Through its Florida
subsidiary, Comerica competes with many companies, including financial
institutions, for trust business.
At year-end 1994, Comerica Incorporated was the second largest bank
holding company located in Michigan in terms of total assets and deposits.
Based on the Interstate Act as described above, the Corporation believes that
the level of competition in all geographic markets will increase in the future.
Comerica's banking subsidiaries also face competition from other financial
intermediaries, including savings and loan associations, consumer finance
companies, leasing companies and credit unions.

EMPLOYEES

As of December 31, 1994, Comerica and its subsidiaries had 11,239 full-time and
2,259 part-time employees.

5
7
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

ITEM 2. PROPERTIES

The executive offices of the Corporation are located in the Comerica Tower at
Detroit Center in Detroit, Michigan. Comerica and its subsidiaries occupies 15
floors of the building, which it leases through Comerica Bank from an
unaffiliated third party. This lease extends through January 2007. As of
December 31, 1994, Comerica Bank operated 310 offices within the State of
Michigan, of which 228 were owned and 82 were leased. Seven other banking
affiliates operate 146 offices in California, Florida, Illinois and Texas. The
affiliates own 58 of their offices and lease 88 offices. One banking affiliate
also operates from leased space in Toledo, Ohio.
In addition, the Corporation owns an operations and check processing
center in Livonia, Michigan, a ten-story building in the central business
district of Detroit that houses certain departments of the Corporation and
Comerica Bank, and a four-story building in Auburn Hills, Michigan, that houses
a mortgage subsidiary of Comerica Bank and certain other departments of the
Corporation and Comerica Bank.
In 1983, Comerica entered into a sale/leaseback agreement with an
unaffiliated party covering an operations center which was built in Auburn
Hills, Michigan, and now is occupied by various departments of the Corporation
and Comerica Bank.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The common stock of Comerica Incorporated is traded on the New York Stock
Exchange (NYSE Trading Symbol: CMA). At January 31, 1995, there were
approximately 16,472 holders of the Corporation's common stock.
Quarterly cash dividends were declared during 1994 and 1993 totaling
$1.24 and $1.07 per common share per year, respectively. The following table
sets forth, for the periods indicated, the high and low sale prices per share
of the Corporation's common stock as reported on the NYSE Composite
Transactions Tape for all quarters of 1994 and 1993. All of the prices are
adjusted for the January 4, 1993 two-for-one stock split.

Dividend Dividend*
Quarter High Low Per Share Yield

1994
Fourth $28.250 $24.125 $.32 4.9%
Third 31.250 27.750 .32 4.3
Second 30.875 25.125 .32 4.6
First 28.250 25.250 .28 4.2

1993
Fourth $29.000 $25.125 $.28 4.1%
Third 31.500 26.875 .28 3.8
Second 35.250 27.625 .26 3.3
First 33.375 28.750 .26 3.3

* Dividend yield is calculated by annualizing the quarterly dividend per
share and dividing by an average of the high and low price in the
quarter.

6
8

FORM 10-K CROSS-REFERENCE INDEX: COMERICA INCORPORATED AND SUBSIDIARIES

Certain information required to be included in Form 10-K is also included in
the 1994 Annual Report to Shareholders or in the 1995 Proxy Statement used in
connection with the 1995 annual meeting of shareholders to be held on May 19,
1995.
The following cross-reference index shows the page location in the
1994 Annual Report or the section of the 1995 Proxy Statement of only that
information which is to be incorporated by referenced into Form 10-K. All other
sections of the 1994 Annual Report or the 1995 Proxy Statement are not required
in Form 10-K and should not be considered a part thereof.

1995 1994
Proxy Annual
Statement Report
Section
--------------------------------------------------------------------------------------------------------------------

PART I
ITEM 1. Business........................................................................................... 61
ITEM 2. Properties...............................................................,......................... 66
ITEM 3. Legal Proceedings.................................................................................. 52
ITEM 4. Submission of Matters to a Vote of Security Holders--no matters were
voted upon by security holders in the fourth quarter of 1994

PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.............................. 66
ITEM 6. Selected Financial Data............................................................................ 18
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 18
ITEM 8. Financial Statements and Supplementary Data:
Comerica Incorporated and Subsidiaries
Consolidated Balance Sheets..................................................................... 38
Consolidated Statements of Income............................................................... 39
Consolidated Statements of Changes in Shareholders' Equity...................................... 40
Consolidated Statements of Cash Flows........................................................... 41
Notes to Consolidated Financial Statements......................................................... 42
Report of Independent Auditors..................................................................... 57

Statistical Disclosure by Bank Holding Companies:
Analysis of Net Interest Income--FTE............................................................ 20
Rate-Volume Analysis--FTE....................................................................... 21
Analysis of Investment Securities Portfolio--FTE................................................ 28
Analysis of Investment Securities and Loans..................................................... 27
Allocation of The Allowance for Loan Losses..................................................... 28
Loan Maturities and Interest Rate Sensitivity................................................... 27
Summary of Nonperforming Assets and Past Due Loans.............................................. 31
Cross-border Outstandings....................................................................... 26
Analysis of The Allowance for Loan Losses....................................................... 23
Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over.................. 29
Historical Review--Statistical Data............................................................. 60
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure--none

PART III
ITEM 10. Directors and Executive Officers of the Registrant................. Election of Directors;
Executive Officers; Compliance
with section 16(A) of the
Securities Exchange Act of 1934
ITEM 11. Executive Compensation............................................. Compensation of Executive Officers
ITEM 12. Security Ownership of Certain Beneficial Owners and Management..... Identification of Certain
Security Holders,Security
Ownership of Management
ITEM 13. Certain Relationships and Related Transactions.................... Transactions of Directors, and
Executive Officers with the
Corporation; Compensation Committee
Interlocks and Insider Participation

9
FORM 10-K CROSS-REFERENCE INDEX: COMERICA INCORPORATED AND SUBSIDIARIES

PART IV 1994
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Annual
Report

ITEM 14. (a) The following documents are filed as a part of this report:

1. Financial Statements: The financial statements are filed as
part of this report and are listed under Item 8 in the Form
10-K Cross-reference Index on page 67.

2. All of the schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are either not required under the related
instruction, the required information is contained elsewhere
in the Form 10-K, or the schedules are inapplicable and
therefore have been omitted.

Exhibits:

Exhibit Document*
Number
3.1 Restated Certificate of Incorporation of Comerica
Incorporated, as amended ******
3.2 Amended and restated bylaws of Comerica Incorporated ******
4.1 Rights Agreement between Comerica Incorporated and
Comerica Bank**
4.2 Issuing and Paying Agency Agreement between
Comerica Bank, as Issuer and Comerica Bank, as Agent
10.1 Comerica Incorporated Long-term Incentive Plan***
10.2 Summary of Comerica Incorporated Annual Incentive
Compensation Plan***
10.3 Comerica Incorporated Plan for Deferring the Payment
of Directors Fees***
10.4 Benefit Equalization Plan for Employees of
Comerica Incorporated
10.5 Comerica Incorporated's Directors Retirement Plan****
10.6 Manufacturers National Corporation's 1987 and 1989
Stock Option Plans for Key Employees*****
10.7 Manufacturers National Corporation's Executive
Incentive Plan****
10.8 Manufacturers National Corporation's Key Employee
Retention Plan****
10.9 Form of Management Continuation Agreement between
registrant and listed officers, October 1987***
10.10 Form of Director Indemnification Agreement between
Comerica Incorporated and its directors, dated April
1987*****
10.11 Employment Continuation Agreement with Eugene A.
Miller****
10.12 Comerica Incorporated Deferred Compensation Plan******
11. Statement regarding Computation of Per Share Earnings .......................... 46
13. The required portions of the registrant's 1994
Annual Report to Shareholders
21. Subsidiaries of the Corporation
23. Consent of Ernst & Young LLP

(b) No reports on Form 8-K were filed by the Corporation during the last
quarter of 1994.

Signatures ...................................................................................... 69

* This copy of the 1994 Annual Report and Form 10-K does not
include any exhibits. Copies of the listed exhibits will
be furnished to shareholders upon request. Requests should be
directed to Comerica Incorporated, Corporate Secretary, 500
Woodward Avenue, Detroit, Michigan 48226-3391.

** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31,
1987--Commission File Number 0-7269.

*** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991--Commission
File Number 0-7269.

**** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992--Commission
File Number 0-7269.

***** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989--Commission
File Number 0-7269.

****** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993--Commission
File Number 0-7269.

8
10
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) 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 in the City of Detroit,
State of Michigan on the 17th day of March, 1995.

COMERICA INCORPORATED

Eugene A. Miller
Eugene A. Miller
Chairman and Chief Executive Officer

Paul H. Martzowka
Paul H. Martzowka
Executive Vice President and Chief Financial Officer

Arthur W. Hermann
Arthur W. Hermann
Senior Vice President and Controller
(Chief Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
March 17, 1995.

BY DIRECTORS

E. Paul Casey

James F. Cordes

J. Philip DiNapoli

Max M. Fisher

John D. Lewis

Patricia Shontz Longe, Ph.D.

Wayne B. Lyon

Gerald V. MacDonald

Eugene A. Miller

Michael T. Monahan

Alfred A. Piergallini

Alan E. Schwartz

Howard F. Sims

9
11
EXHIBIT INDEX

Exhibit
Number Document
------- --------

4.2 Issuing and Paying Agency Agreement

10.4 Benefit Equalization Plan for Employees of Comerica
Incorporated

13 The required portions of the registrant's 1994
Annual Report to Shareholders

21 Subsidiaries of Comerica Incorporated

23 Consent of Ernst & Young, LLP

27 Financial Data Schedule