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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))

/ / Definitive Additional Materials

/ / Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12

Cass Commercial Corporation
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No Fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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CASS COMMERCIAL CORPORATION
3636 South Geyer Road
St. Louis, Missouri 63127

PROXY STATEMENT

Annual Meeting of Stockholders
to be held April 21, 1997

This Proxy Statement is being furnished to the common stockholders of
Cass Commercial Corporation (the "Company") on or about March 27, 1997 in
connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the annual meeting of stockholders (the
"Annual Meeting") to be held on April 21, 1997 at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting, and at
any adjournment or postponement of that meeting.

Holders of shares of common stocks, par value $.50 per share ("Shares"
or the "Common Stock"), of the Company at its close of business on March 26,
1997 (the "Record Date") will be entitled to receive notice of and vote at
the Annual Meeting. On the Record Date, 3,858,548 shares of Common Stock
were outstanding. Holders of Common Stock (the "Stockholders") are entitled
to one vote per share of Common Stock they held of record on the Record Date
on each matter that may properly come before the Annual Meeting.

On March 15, 1997 the Company completed a two-for-one stock split in
the form of a 100% stock dividend to stockholders of record as of March 5,
1997. All per share information which follows in the Proxy Statement has
been adjusted to give effect to this stock split.

A plurality of the votes of Stockholders cast at the Annual Meeting is
required for the election of each director. Ratification of the selection of
independent accountants requires the affirmative vote of holders of a majority
of the shares of Common Stock voted. Abstentions and broker non-votes are
counted in the number of shares present in person or represented by proxy for
purposes of determining whether a quorum is present, but not for purposes of
election of directors or ratification of the selection of independent
accountants.

Management of the Company ("Management"), together with members of the
Board of Directors of the Company, in the aggregate, directly or indirectly
controlled approximately 28% of the Common Stock outstanding on the Record
Date.

Stockholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the
Common Stock outstanding on the Record Date is necessary to constitute a
quorum at the Annual Meeting. If a quorum is not present at the time the
Annual Meeting is convened, the Company may adjourn or postpone the Annual
Meeting.

All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked
will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies
will be voted FOR the election of the Board's director nominees and FOR the
--- ---
ratification of the selection of independent accountants. The Board of
Directors of the Company does not know of any matters, other than the matters
described in the Notice of Annual Meeting attached to this Proxy Statement,
that will come before the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the Secretary of the Company, at or before the Annual
Meeting, a written notice of revocation bearing a date later than the date of
the proxy, (ii) duly executing and dating a subsequent proxy relating to the
Common Stock and delivering it to the Secretary of the Company at or before
the Annual Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice revoking a proxy
should be sent to: Corporate Secretary, Cass Commercial Corporation, 3636
South Geyer Road, St. Louis, Missouri 63127 (telephone number (314)
821-1500).

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The proxies are solicited by the Board of Directors of the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or facsimile transmission, by directors, officers or regular
employees of the Company or persons employed by the Company for the purpose
of soliciting proxies. It is contemplated that brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the soliciting material
to the beneficial owners of Common Stock held of record by such persons, and
will be reimbursed by the Company for expenses incurred therewith. The cost
of solicitation of proxies will be borne by the Company.

The date of this Proxy Statement is March 27, 1997.

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ELECTION OF DIRECTORS

Pursuant to the By-Laws of the Company, the Company's Board of
Directors is divided into three classes of approximately equal numbers of
directors. Each of the 10 directors is elected for a three-year term, and
the term of each class of directors expires in a different year.

Directors who are not officers of the Company receive fees of $500 for
attendance at each meeting of the Board and a fee of $300 for attendance at
each meeting of a Committee of the Board.

The nominees for election to the Board of Directors are: Mr. Bodine,
Mr. Fucoloro, Mr. Krieg and Mr. Kuehner, each of whom is a current director
of the Company. The members of the Company's Board of Directors whose terms
will continue after the meeting, including the nominees for re-election to
the Board, with certain information about each of them, including their
principal occupations for the past five years, are listed below:

Principal Occupation
Director During Past 5 Years
-------- -------------------

Robert J. Bodine Chairman, Bodine
Age: 72 Aluminum, Inc.
Director since 1966 (manufacturer). Mr. Bodine is a nominee
Current term expires 1997 for re-election to the Board of Directors

Lawrence A. Collett Chairman of the Board since 1992;
Age: 54 Chief Executive Officer since 1990
Director since 1983
Current term expires 1998

Thomas J. Fucoloro Consultant
Age: 71 Mr. Fucoloro is a nominee for
Director since 1986 re-election to the Board of Directors
Current term expires 1997

Harry J. Krieg Consultant to the Company;
Age: 72 Chairman of the Company, 1975-1992
Chairman Emeritus, since 1992 Mr. Krieg is a nominee for re-election
Director since 1962 to the Board of Directors
Current term expires 1997

Howard A. Kuehner Investor
Age: 81 Mr. Kuehner is a nominee for
Director since 1966 re-election to the Board of Directors
Current term expires 1997

Jake Nania Investor
Age: 72
Director since 1967
Current term expires 1999

Irving A. Shepard President, Venture
Age: 79 Consultants, Inc.
Director since 1970 (consulting company)
Current term expires 1998

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Principal Occupation
Director During Past 5 Years
-------- -------------------

Andrew J. Signorelli Vice President, Andrews Educational
Age: 57 & Research Center; Founder,
Director since 1986 Hope Educational & Research
Current term expires 1998 Center

John J. Vallina President of Cass Bank, since 1992
Age: 54
Director since 1992
Current term expires 1999

Bruce E. Woodruff Attorney; of counsel to Armstrong,
Age: 66 Teasdale, Schlafly & Davis
Director since 1995
Current term expires 1999

Committees

The Company's Board of Directors has standing Discount, Audit and
Compliance, and Compensation Committees. The Discount Committee is composed
of Mr. Signorelli, Mr. Fucoloro, Mr. Kuehner, Mr. Collett and Mr. Vallina.
The Audit and Compliance Committee is composed of Mr. Fucoloro, Mr. Kuehner,
Mr. Krieg, Mr. Shepard and Mr. Woodruff. The Compensation Committee is
composed of Mr. Shepard, Mr. Signorelli and Mr. Bodine.

The Discount Committee, which met 23 times during 1996, examines and
approves loans and discounts and exercises the authorization of loans and
discounts.

The Audit and Compliance Committee, which met 4 times during 1996,
recommends to the Board independent auditors to perform audit and non-audit
services, reviews the scope and results of such services, reviews with
management and the independent auditors any recommendations of the auditors
regarding changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reports to the Board after
each Audit Committee meeting. In addition, the Committee meets with the
Company's Internal Auditors on a quarterly basis to review the scope and
results of such services.

The Compensation Committee, which met 2 times during 1996, reviews and
recommends to the Board the salaries and all other forms of compensation of
the officers of the Company and subsidiaries.

During 1996, there were 12 meetings of the Board of Directors. All
directors attended 75% of more of the aggregate number of meetings of the
Board and committees on which they served.

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Executive Officers

The executive officers of the Company, their ages as of December 31,
1996, and their positions with the Company are set forth below. All officers
serve at the pleasure of the Company's Board of Directors.

Name Age Positions
---- --- ---------

Lawrence A. Collett 54 Chairman and Chief Executive Officer of the
Company, Cass Bank and CIS; Director of the
Company and Subsidiaries

Lawrence L. Frieben 52 Vice President-Secretary; Chief Financial
Officer

William C. Bouchein 61 Vice President - Treasurer

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Executive Compensation

The following table summarizes compensation earned or awarded for the
three years ended December 31, 1996 to each of the executive officers of the
Company.

Long Term Compensation
----------------------
Annual Compensation Restricted Securities
Name and ------------------- Stock, ($) Underlying All Other
Principal Position Year Salary Bonus Awards Options(#) Compensation
- -------------------------- ---- ------ ----- ---------- ---------- ----------------

Lawrence A. Collett 1996 $230,000 $90,000 -- -- $5,373
Chairman and 1995 210,000 45,000 $231,750 28,000 5,199
Chief Executive Officer 1994 200,000 38,000 -- -- 4,934
of the Company, Cass Bank
and CIS; Director of the
Company and Subsidiaries

Lawrence L. Frieben 1996 $121,000 $47,000 -- -- 3,467
Vice President - Secretary 1995 117,000 25,000 -- 14,000 3,499
Chief Financial Officer 1994 112,000 21,500 -- -- 3,223

William C. Bouchein 1996 $125,500 $16,500 -- -- 5,500
Vice President - Treasurer 1995 124,000 13,000 $60,750 6,000 5,716
1994 121,000 22,000 -- -- 4,365

At December 31, 1996 the unvested restricted stock holdings of Messrs.
Collett and Bouchein, respectively, consisted of 13,734 and 3,600
shares, with values of $266,096 and $69,750 based on the market
value of the Company's shares at December 31,1996.

These amounts represent Company matching contributions paid on behalf
of the executive under the Company's 401(k) Plan and the imputed
value of group term life premiums paid on their behalf.

Represents the value at December 31, 1995 based upon market value of
the Company's shares at the close of business on that date of
restricted stock awards of 20,600 and 5,400 shares, respectively,
which are subject to three-year vesting schedules, with 1/3 of the
shares vesting each year on the anniversary date of the awards,
beginning May 31, 1996. These restricted shares are entitled to vote
and to be paid normal cash dividends.

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Options Exercised in 1996 and Year-end Option Values

The following table summarizes options exercised during 1996, and the
values of options outstanding on December 31, 1996, for the executive
officers named above.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year-End Fiscal Year-End
Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized ($) Unexercisable (#) Unexercisable ($)
------------ ------------ ----------------- -----------------

Mr. Collett -- -- --/ 28,000 --/ $253,680

Mr. Frieben -- -- --/ 14,000 --/ $126,840

Mr. Bouchein -- -- --/ 6,000 --/ $54,360

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Defined Benefit Retirement Plan

All officers of the Company and subsidiaries are participants in the
Cass Commercial Corporation Retirement Plan, which covers all full-time
employees. Upon retirement, participants in the plan will begin to receive
monthly payments equal to one-twelfth of the sum of:

(a) .9% of Final Average Earnings multiplied by the number
of years of participation, plus

(b) .5% of Final Average Earnings in excess of Covered
Compensation multiplied by years of participation.

Final Average Earnings is defined as the average annual total
compensation for the five consecutive years of highest earnings during the
last ten years of employment. Covered Compensation is the average of the
maximum social security taxable wage bases in effect for each calendar year
during the 35-year period ending with the year in which retirement age is
attained under the Social Security Act. Earnings covered by the Plan equal
total compensation as reported in the Summary Compensation Table including
any amounts deferred under the Cass Commercial Corporation 401(k) Plan plus
any noncash compensation reported on Internal Revenue Service Form W-2.

Normal retirement under the Plan commences at age 65. At normal
retirement the years of participation under the Plan for the executive
officers listed in the Compensation Table would be as follows: Mr.
Collett-41; Mr. Frieben-37; Mr. Bouchein-13.

The following table shows the estimated annual benefits payable at
retirement, assuming a straight-life annuity with 120 months guaranteed.

Estimated Annual Retirement Benefit
-------------------------------------------
Final Years of Service Credited at Retirement
Average ---------------------------------------
Earnings 10 15 20 25 30 35 40
- ------------------------------------------------------------------------------------------------

$125,000 $15,800 $23,700 $31,600 $39,500 $47,400 $55,300 $ 63,200

150,000 19,300 29,000 38,600 48,300 57,900 67,600 77,200

175,000 22,800 34,200 45,600 57,000 68,400 79,800 91,200

200,000 26,300 39,500 52,600 65,800 78,900 92,100 105,200

Estimated benefit calculation assumes retirement at age 65 in the year
2000 with no increase in the maximum social security taxable wage
base after 1996.

Estimated benefits would be subject to Internal Revenue Service maximum
retirement limitations in effect at the retirement date. The maximum
compensation allowed for benefit calculations was limited to $150,000
in 1996.

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Stock Option Plan / Stock Bonus Plan

During May 1995, the Company's Board of Directors established the 1995
Performance-Based Stock Option Plan (the Option Plan) and the 1995 Restricted
Stock Bonus Plan (the Bonus Plan). These plans were adopted to aid the
Company in securing and retaining qualified personnel. The Option Plan
provides for the granting of options on up to 400,000 shares of the Company's
common stock. As of December 31, 1996, options for 120,000 shares had been
awarded under the Option Plan at an option price of $10.31 per share. These
options vest over a period not to exceed seven years, but the vesting period
can be accelerated based on the Company's attainment of certain financial
operating performance criteria. The Bonus Plan provides for the issuance of
up to 100,000 shares of the Company's common stock. As of December 31, 1996,
an aggregate of 32,000 shares of the Company's common stock had been awarded
to five participants. Interest in the shares of common stock awarded under
the Bonus Plan vest over a three year period. Common stock awarded under the
Bonus Plan is accounted for through the establishment of a contra
stockholders' equity account. This contra stockholders' equity account is
amortized against income over the vesting period of the stock awards.

Defined Contribution Savings Plan

All full-time employees of the Company and subsidiaries are eligible to
participate in the Cass Commercial Corporation 401(k) Plan. Employees may
voluntarily defer up to 15% of pre-tax earnings subject to the IRS maximum
limitation which was $9,500 for 1996. Voluntary deferrals contributed to the
401(k) Plan by the Executive Officers are included in Annual Salary
Compensation in the Summary Compensation Table. The Company matches 50% of
the first 3% of employee contributions, subject to IRS limitations. Amounts
contributed to the Plan in 1996, for the benefit of the Executive Officers,
are included in Other Compensation in the Summary Compensation Table. Each
Executive Officer is fully vested in Company contributions.

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Board Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors (the "Committee") is
composed of three independent directors, one of which serves as chairman of
the Committee. The Committee administers the Executive Compensation Program
of the Company and none of these members has been or is an employee of the
Company or of any of its subsidiaries. All material items relative to
Executive Compensation or any benefit compensation for the entire Company
must be analyzed, reviewed and approved by the Compensation Committee. While
the Committee may seek input occasionally from the Chief Executive Officer,
the Chief Financial Officer or the Director of Human Resources, all matters
are independently resolved and decided without the presence or voting of any
officer of the Company or its subsidiaries. The Compensation Committee of the
Board is also responsible for recommending salary levels for executive
officers to the Board of Directors of the Company and recommending the
overall levels of salary compensation for the entire corporation.

The Committee's philosophy with regard to executive compensation has been to
seek to provide programs which will allow the Company to acquire and maintain
competent executive officers and to attract and maintain other management
personnel with the capabilities and requirements determined necessary to
continue to lead the Company in meeting its objectives and in furthering its
growth and profitability. It is further the philosophy of the Committee to
constantly upgrade the caliber of performance of the Company's staff and
reward its people in accordance with the results which are accomplished. The
Committee believes that total compensation should be related to profits and
to the performance of the Company. For this reason, a significant component
of the compensation of the Company's executives is tied to an incentive bonus
plan which is directly related to the Company's pre-tax earnings.
Accordingly, most of the executives received increases in bonuses in 1996 due
to the improved level of profits achieved.

The Committee generally seeks to maintain salaries at the mid-point levels of
competitive peer groups. Bonuses are available to all personnel in the
Company based upon the level of profits before taxes achieved by the Company.
These bonuses are distributed on the basis of merit. Performance is measured
on the basis of several factors deemed relevant to performance and bonuses
are distributed on the basis of these evaluations. The determination of
bonuses for the Company's executive officers is a subjective process which
utilizes no specific performance criteria, but which does consider growth in
the Company's profits, resources, and the quality of the Company's
operations, as well as adherence to regulatory requirements.

The Committee utilizes the services of Peter R. Johnson & Company of West
Chester, Pennsylvania in determining the levels of peer compensation within
its industry. Additionally, the Committee utilizes the services of Towers
Perrin for evaluation of the compensation of its three top executive
positions. The Committee considers stock options and grants to be a
significant motivational tool for rewarding its executive officers and senior
management. Stock awards provided under the Company's stock option plan are
granted primarily on the basis of performance of the Company, performance of
the individual operating subsidiaries, the relationship of the Company's
performance to other companies in its peer group, and the recommendation of
the CEO. No new stock incentive programs were provided in 1996. The company
utilizes the services of Towers Perrin in determining appropriate stock
incentive and compensation and annually reviews information from other
compensation sources for other bank holding companies and companies
performing in industries similar to those of its operating subsidiaries.

Irving A. Shepard, Chairman
Robert J. Bodine
Andrew J. Signorelli

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Performance Graph

The following graph compares the percentage change in the Company's
cumulative total shareholder return on Common Stock as quoted on the NASDAQ
National Market System beginning with July 1, 1996, which was the initial
date the Company's shares were so quoted, with the cumulative total return,
including all dividends, of (i) the NASDAQ Stock Market Index for United
States companies, and (ii) the NASDAQ Bank Stocks Index.

Comparison of Cumulative Total Returns
Performance Since Date First Quoted on Nasdaq Stock Market (7/1/96)
Cass Commercial Corporation

[GRAPH]

7/01 7/31 8/31 9/30 10/31 11/30 12/31
Nasdaq Stock Market (US) 100 90.136 95.186 102.47 101.34 107.62 107.5
Nasdaq Bank Stocks 100 98.29 105.2 110.27 115.08 123.69 124.45
Cass Commercial Corporation 100 100 100 103.72 104.75 105.77 108.51
Index Level 100 100 100 100 100 100 100

Note:
The index level for all series was set to $100 on 7/1/96 which was the initial
listing date for the Company.

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Certain Transactions

Some of the directors and officers of the Company and of the Bank, and
members of their immediate families and firms and corporations with which
they are associated, have had transactions with the Bank, including borrowing
and investments in certificates of deposit and repurchase agreements. All
such loans and investments have been made in the ordinary course of business,
have been made on substantially the same terms, including interest rates paid
or charged and collateral required, as those prevailing at the same time for
comparable transactions with unaffiliated persons, and did not involve more
than the normal risk of collectibility or present other unfavorable features.
As of December 31, 1996, the aggregate amount of all loans and available
credit to officers and directors of the Company and to firms and corporations
in which they have at least a 10% beneficial interest was approximately $2.6
million, which represented approximately 5.5% of the Company's consolidated
shareholders' equity at that date.

Bruce E. Woodruff, a director and shareholder of the Company, is of
counsel to the law firm of Armstrong, Teasdale, Schlafly & Davis, counsel to
the Company and the Bank.

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Principal Shareholders

The following table contains information with respect to beneficial ownership
of the Company's outstanding common stock by the directors and executive
officers of the Company named in the Summary Compensation Table, as of March
5, 1997. Unless otherwise indicated, the named person has sole voting and
dispositive rights with respect to such shares.

Number of Shares
Name of Beneficially Percent
Beneficial Owner Owned of Class
- ---------------- ---------------- --------

Robert J. Bodine 92,868 2.41%
William C. Bouchein 31,120
Lawrence A. Collett 61,130 1.58
Lawrence L. Frieben 3,400
Thomas J. Fucoloro 200
Harry J. Krieg 156,784 4.06
Howard A. Kuehner 247,042 6.40
Jake Nania 343,766 8.91
Irving A. Shepard 17,406
A. J. Signorelli 111,966 2.90
John J. Vallina 6,370
Bruce E. Woodruff 4,000
-------
All executive officers and directors
as a group 1,076,052 27.89%
---------

- -----------
Less than 1% of class.

Of these shares, 8,784 are in a trust with Mrs. Bodine having sole
voting and dispositive power.

Of these shares, 27,520 are in a trust with the named stockholder
having sole voting and dispositive power. 3,600 of these shares were
granted under the Company's 1995 Restricted Stock Bonus Plan and are
subject to forfeiture; however, Mr. Bouchein has voting rights but no
dispositive rights.

Of these shares, 47,396 are owned jointly with his wife. 13,734 of
these shares were granted under the Company's 1995 Restricted Stock
Bonus Plan and are subject to forfeiture; however, Mr. Collett has
voting rights but no dispositive rights.

These shares are owned jointly with his wife.

These shares are in a trust with Mrs. Fucoloro having sole voting and
dispositive powers.

Of these shares, 84,136 are owned by his wife.

Of these shares, 78,430 are in a trust with Mr. Kuehner having shared
voting and dispositive powers and 106,988 shares are owned by his wife.

These shares are in a trust with the named stockholder having sole
voting and dispositive power.

Of these shares, 7,600 are owned by his wife.

Of these shares, 63,072 are held in trust with his sister and 46,238
are owned jointly with his wife. 2,656 shares are owned by his wife.

Of these shares, 4,370 are owned jointly with his wife. 2,000 of these
shares were granted under the Company's 1995 Restricted Stock Bonus
Plan and are subject to forfeiture; however, Mr. Vallina has voting
rights but no dispositive rights.

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Section 16(a) Beneficial Ownership Compliance

To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during 1996 all Section 16(a) filing requirements were
complied with by all persons who, during the year, were directors, officers
or holders of 10% or more of the Company's shares.

SELECTION OF AUDITORS

KPMG Peat Marwick LLP were the auditors of the Company during the year
ended December 31, 1996 and also have been selected by the Board of Directors
to serve as auditors for the present year. The Board of Directors recommends
to the Stockholders their ratification of its selection of KPMG Peat Marwick
LLP as independent auditors to audit the accounts of the Company and its
subsidiaries for 1997.

KPMG Peat Marwick LLP has served as the Company's independent auditors
since 1983.

A representative of KPMG Peat Marwick LLP is expected to be present at
the Meeting, will have an opportunity to make a statement if he or she
desires to do so, and is expected to be available to respond to appropriate
questions of Stockholders.

OTHER MATTERS

Management does not intend to present to the Annual Meeting any
business other than the items stated in the "Notice of Meeting of
Stockholders" and does not know of any matters to be brought before the
Meeting other than those referred to above. If, however, any other matters
properly come before the Meeting, the persons designated as proxies will vote
on each such matter in accordance with their best judgement.

Whether or not you expect to be at the Meeting in person, please sign,
date and return promptly the enclosed Proxy. No postage is necessary if the
Proxy is mailed in the United States.

STOCKHOLDER PROPOSALS

Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than
November 27, 1997. Any such proposals should be directed to the attention of
the Secretary for consideration for inclusion in the Company's Proxy
Statement and Form of Proxy relating to the next Annual Meeting. Any such
proposals must comply in all respects with the rules and regulations of the
Securities and Exchange Commission and it is suggested that proponents of any
proposals submit such proposals to the Company sufficiently in advance of the
deadline by Certified Mail-Return Receipt Requested.

By Order of the Board of Directors

Lawrence L. Frieben
Secretary

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[LOGO] CASS
COMMERCIAL
CORPORATION

March 27, 1997

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------

To the Shareholders:

The Annual Meeting of Shareholders of Cass Commercial Corporation will be
held at the offices of Cass Commercial Corporation located at 13001
Hollenberg Drive, Bridgeton, Missouri on Monday, April 21, 1997 at 11:00
a.m., for the following purposes:

1. To elect directors for 3 year terms and until the 2000 Annual
Meeting.

2. Ratification of the selection of KPMG Peat Marwick as independent
public accountants for 1997.

3. To act upon such other matters as may properly come before the
meeting.

The close of business on March 26 1997, has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the
meeting.

By order of the Board of Directors,

Lawrence L. Frieben
Secretary

- --------------------------------------------------------------------------------
13001 HOLLENBERG DRIVE, BRIDGETON, MISSOURI 63044

(DETACH PROXY FORM HERE)

- --------------------------------------------------------------------------------
2. Ratification of the selection of KPMG Peat Marwick as independent public
accountants for 1997.

For Against Abstain

WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED THEREON, AND IN THE BEST JUDGMENT OF THE PROXIES ON ANY OTHER BUSINESS
WHICH PROPERLY COMES BEFORE THE MEETING. IF NO MANNER IS SPECIFIED, THE PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

Date , 1997
--------------------------

------------------------------------
SIGNATURE OF SHAREHOLDER
NOTE: Please sign as your name appears
hereon. If shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give your
full title as such. If a corporation,
please sign in full corporate name by
authorized officer. If a partnership,
please sign in full partnership name by
authorized person.

(SEE OTHER SIDE)

CASS COMMERCIAL CORPORATION SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Lawrence A. Collett, and
Andrew J. Signorelli, and either of them, attorneys with full power of
substitution, with the powers the undersigned would possess if personally
present, to vote all shares of Common Stock of the undersigned in CASS
COMMERCIAL CORPORATION at the Annual Meeting of Stockholders to be held at
11:00 A.M., APRIL 21, 1997, and at any adjournments thereof on all
matters properly before the meeting.

P THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR P

ALL OF THE FOLLOWING PROPOSALS:

R 1. Election of four directors to serve until the year 2000, or until R
their successors are elected and qualified.

O FOR all nominees listed below. WITHHOLD authority to vote O
(except as indicated to for all nominees listed.
the contrary)

X Term Expiring 2000: Messrs. Robert J. Bodine, Thomas J. Fucoloro, X
------------------
Harry J. Krieg and Howard A. Kuehner

Y (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY Y
-----------
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE LINE BELOW.)

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

APPENDIX

Printed page 11 contains a Performance Graph. The data
contained in the graph is depicted in the table that
immediately follows the graph, allowing the data to be
transmitted in a format which can be processed by EDGAR.