

                                                                  EXHIBIT 5


                                  November 13, 1995















          UMB Financial Corporation
          1010 Grand Avenue
          Kansas City, Missouri  64106

               Re:  Registration Statement on Form S-3
                    for UMB Financial Corporation

          Ladies and Gentlemen:

               We have  acted as  counsel to  UMB Financial  Corporation, a
          Missouri  corporation (the  "Company"),  in connection  with  the
          preparation  and filing  with the  U.S.  Securities and  Exchange
          Commission (the "Commission") of a Registration Statement on Form
          S-3  (the "Registration Statement")  under the Securities  Act of
          1933,  as amended  (the "Securities  Act"), with  respect to  the
          issuance  of  300,000  shares (the  "Registered  Shares")  of the
          Company's common stock, $1.00 par value (the "Common Stock"),  in
          connection  with the  Dividend  Reinvestment and  Employee Direct
          Stock Purchase Plan (the "Plan").   We are rendering this opinion
          pursuant to Item  16 of Form S-3  and Item 601 of  Regulation S-K
          promulgated by the Commission.

               In  connection with rendering this opinion, we have examined
          and relied without investigation upon the following:

               (a)  The Plan adopted by the Company's Board of Directors on
                    July 14, 1995;

               (b)  The  Registration  Statement  expected to  be  filed on
                    November 13, 1995; 

               (c)  The Company's Articles of Incorporation and Bylaws,  as
                    amended,  and  the  minutes   of  applicable  Board  of
                    Director meetings and shareholder meetings; and

               (d)  Such documents,  certificates  and  records  of  public
                    officials  and the Company  and its officers  and other
                    documents and legal matters as we have deemed necessary
                    for the purpose of rendering this opinion.

               Subject   to   the  assumptions,   qualifications   and  our
          examination  as described  herein,  it is  our  opinion that  the
          Registered  Shares will, upon  issuance and sale  pursuant to the
          terms   of  the   Plan,  be  legally   issued,  fully   paid  and
          nonassessable.

               In rendering  the opinion  herein, we  have assumed  without
          investigation  that at  the  time of  issuance of  the Registered
          Shares:

               (1)  The pertinent  provisions  of the  Securities Act,  all
                    other securities laws and  regulations, and such "blue-
                    sky" securities laws as may be applicable (as to  which
                    no opinion is given herein) have been complied with;














               (2)  There has been  no change in the applicable  law or the
                    pertinent  provisions  of  the  Company's  Articles  of
                    Incorporation or Bylaws since the date of this opinion;

               (3)  There have been  no changes in the number of Registered
                    Shares,  shares of  Common Stock  issued  or shares  of
                    Common  Stock  reserved for  issuance  that  causes the
                    Registered Shares together  with the shares  heretofore
                    issued  to exceed the shares of Common Stock authorized
                    in the Company's Articles of Incorporation;

               (4)  The board  of directors of  the Company  has taken  the
                    necessary actions to duly authorize the issuance of the
                    Registered Shares; and

               (5)  The board of directors of  the Company will have  taken
                    the  necessary  corporate action  determining  that the
                    value  of  the  consideration to  be  received  for the
                    issuance of the Registered Shares  is at least equal to
                    the  par   value  of   such  shares,   and  that   such
                    consideration will have  been actually received by  the
                    Company, and  that  there is  no  actual fraud  in  the
                    taking of such action.

               This Opinion  is subject  to the  following assumptions  (in
          addition  to the other assumptions set forth herein), exceptions,
          qualifications and limitations:

               (a)  In  our examination and  in rendering this  Opinion, we
                    have assumed the genuineness of all  signatures (except
                    officers of  the Company  on the  Purchase Agreements),
                    the  legal capacity of  all natural persons,  that each
                    document submitted  to us  for review  is accurate  and
                    complete, that each  such document that is  an original
                    is  authentic,  that  each  document  that  is  a  copy
                    confirms  to   an  authentic  original,  and  that  all
                    signatures on the document are genuine.

               (b)  We are  admitted to the  Bar of the State  of Missouri,
                    and  we  express no  opinion  as  to  the laws  of  any
                    jurisdictions  other  than  the laws  of  the  State of
                    Missouri.   In  addition, our  opinion  is intended  to
                    address  only the  specific legal  issues  directly and
                    explicitly referred to herein, and does not address, by
                    implication or otherwise, any other matter or issue.

               (c)  In  rendering  this  Opinion, we  have  relied  without
                    investigation  on   the  representations,   warranties,
                    covenants  and agreements of  the Company, and  we have
                    assumed     without     investigation     that     such
                    representations, warranties,  covenants and  agreements
                    were  accurate, complete  and  fair,  and contained  no
                    omission of  material facts, both on the  date made and
                    on and as of the date of this Opinion as though made on
                    the  date hereof,  and that  each of  such parties  has













                    complied    with,   performed    or   satisfied    such
                    representations, warranties, covenants,  and agreements
                    on their part  required to be complied  with, performed
                    or satisfied on or before the date hereof.

               (d)  In rendering  this  Opinion,  we  have  relied  without
                    investigation on the certificate of the Company.

               Other than the addressee,  who is hereby authorized to  rely
          on this Opinion, no one is entitled to rely on this Opinion.

               This   Opinion  is   based  on   applicable   law  and   our
          understanding of  factual  matters at  the  date hereof,  and  we
          disclaim  any obligation  to revise  or  supplement this  Opinion
          based upon  any change  in applicable law  or any  factual matter
          that occurs or comes to our attention after the date hereof.

               We  hereby consent  to  the  filing of  this  opinion as  an
          exhibit to and to being named  in the Registration Statement.  In
          giving such consent, we do not admit  that we are in the category
          of  persons whose  consent is  required  under Section  7 of  the
          Securities Act of 1933, as amended.

                                   Very truly yours,

                                   /S/ WATSON & MARSHALL L.C.

          