

                                                                  EXHIBIT 8
                                  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   (the
          "Operative Documents"):

               (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.

               Based  on the foregoing,  subject to the  qualifications and
          limitations set  forth herein,  and assuming  that the  Operative
          Documents are executed and delivered in substantially the form we
          have examined  and that the  Plan is operated in  accordance with
          the terms thereof, we are of the opinion that:

                    (1)  Plan  Participants  will  be  treated for  federal
               income  tax purposes  as having  received,  on the  dividend
               payment  date, a  dividend in  an amount  equal to  the cash
               dividend  (before  deduction  of  any  required  income  tax
               withholding)  the  participant  would have  received  in the
               absence of reinvestment of the dividend.  Section 301 of the
               Internal Revenue Code  of 1986,  as amended  ("Code").   The
               basis of  shares acquired pursuant  to the Plan  for federal
               income tax purposes will be equal to their purchase price as
               described in the Plan.  Section 1012 of the Code.

                    (2)   A  Plan Participant  will  not recognize  taxable
               income  upon  receipt  of  certificates  for   whole  shares
               credited  to its  account  through (i)  a  request for  such
               certificates,  (ii)  withdrawal  from  the  Plan,  or  (iii)
               termination  of the Plan.   However, Plan  Participants will
               recognize gain or loss when whole shares acquired  under the
               Plan  are  sold  or  exchanged  in  a  taxable  transaction.
               Section  1001  of the  Code.   Plan  Participants  will also
               recognize gain or loss when  they receive a cash payment for
               a  fractional share upon termination of participation in the
               Plan or termination of  the Plan by the Company.   Rev. Rul.
               66-365,  1966-2 C.B. 116.  Gain  or loss will be computed by
               comparing the  amount received for  such shares and  the tax













               basis of such  shares in the hands of  the Plan Participant.
               Section 1001 of the Code.    

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

               (a)  Each of the assumptions set forth in Paragraph 4 of the
                    Legal Opinion Accord of the ABA Section of Business Law
                    (1991)  (the "Accord").  Except to the extent expressly
                    provided  for in  this  Opinion, however,  this Opinion
                    does not adopt, and is not governed by, the Accord.

               (b)  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.

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

               The  opinion set  forth in  this  letter is  based upon  the
          applicable  provisions of  the  Code  as in  effect  on the  date
          hereof, Treasury regulations promulgated and proposed thereunder,
          current positions of the Internal Revenue Service (the "Service")
          contained in published  Revenue Rulings  and Revenue  Procedures,
          current  administrative  positions  of the  Service  and existing
          judicial decisions,  all of  which are subject  to change  at any
          time without  notice and  possibly with  retroactive effect  with
          respect  to completed transactions.  This letter only constitutes
          our opinion, which is not binding upon the Service or the courts,
          and no  assurance  can  be given  that  the  conclusions  reached
          therein would be sustained by a court if contested.  

               This opinion is given as of the date hereof and we render no
          opinion and  disclaim any obligation to revise or supplement this
          opinion  based on  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  the Registration Statement.   We also consent  to the
          references to this firm under  the caption "Legal Matters" in the
          prospectus  filed  as part  of  the Registration  Statement.   In
          giving this consent, we do not  thereby admit that we are in  the
          category of persons whose consent  is required under Section 7 of













          the  1933 Act  or the  rules  and regulations  of the  Commission
          promulgated thereunder.

                                   Very truly yours,

                                   /s/ WATSON & MARSHALL L.C. 

          sk
          