







                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                                      
                                ______________________

                                       FORM S-3
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                                      
                                ______________________

                              UMB FINANCIAL CORPORATION
                (Exact name of registrant as specified in its charter)

                      MISSOURI                        43-0903811
             State or other jurisdiction           (I.R.S. Employer
                 of incorporation or                Identification
                    organization                       Number)
















                             1010 GRAND AVENUE, SUITE 500
                             KANSAS CITY, MISSOURI  64106
                                    (816) 860-7000
             (Address, including zip code and telephone number,including
            including area code, of Company's principal executive offices)

                                   David D. Miller
                   Executive Vice President and Corporate Secretary
                              UMB Financial Corporation
                       1010 Grand, Kansas City, Missouri  64106
                                    (816) 860-7000
               (Name, address, including zip code and telephone number,
                      including area code, of agent for service)
                                                      
                                ______________________

                                      Copies to:

                                 John F. Marvin, Esq.
                               Leonard W. Jurden, Esq.
                                Watson & Marshall L.C.
                             1010 Grand Avenue, Suite 500
                             Kansas City, Missouri 64106

          <PAGE>

               Approximate date  of commencement  of proposed  sale to  the
          public:   From time  to  time after  the effective  date of  this
          Registration Statement.

               If the  only securities being  registered on  this Form  are
          being  offered  pursuant  to dividend  or  interest  reinvestment
          plans, please check the following box.  [  ]

               If any of  the securities being registered on  this Form are
          to  be offered on a delayed or  continuous basis pursuant to Rule
          415  under the  Securities  Act of  1933,  other than  securities
          offered only in connection with dividend or interest reinvestment
          plans, check the following box.  [X]



                                                      
                                ______________________

                           CALCULATION OF REGISTRATION FEE
          <TABLE>
          <CAPTION>























           <S>          <C>          <C>          <C>          <C>
           TITLE OF
           EACH                      PROPOSED     PROPOSED
           CLASS OF                  MAXIMUM      MAXIMUM
           SECURITIES   AMOUNT TO    OFFERING     AGGREGATE
           BEING        BE           PRICE        OFFERING     REGISTRATION
           REGISTERED   REGISTERED   PER UNIT*    PRICE*       FEE

           Common       300,000      $43.00       $12,900,000  $4,448.27
           Stock, par   shares
           value $1
           per share
          </TABLE>


          *Estimated solely for the purpose of calculating the registration
          fee.   Pursuant  to Rule  457(c), the  registration fee  has been
          calculated upon the basis of the average of the bid and ask price
          for  shares  of Common  Stock  of  the  Company reported  on  the
          National Association  of Securities  Dealers Automated  Quotation
          System ("NASDAQ") - NASDAQ National  Market System on November 9,
          1995.

               THE  COMPANY  HEREBY AMENDS  THIS REGISTRATION  STATEMENT ON
          SUCH DATE OR  DATES AS  MAY BE NECESSARY  TO DELAY ITS  EFFECTIVE
          DATE UNTIL THE  REGISTRANT SHALL FILE  A FURTHER AMENDMENT  WHICH
          SPECIFICALLY  STATES  THAT  THIS  REGISTRATION  STATEMENT   SHALL
          THEREAFTER  BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION  8(a) OF
          THE  SECURITIES ACT OF 1933,  OR UNTIL THE REGISTRATION STATEMENT
          SHALL  BECOME  EFFECTIVE  ON  SUCH DATE  AS  THE  SECURITIES  AND
          EXCHANGE  COMMISSION, ACTING PURSUANT  TO SAID SECTION  8(a), MAY
          DETERMINE.

          <PAGE>

                              UMB FINANCIAL CORPORATION
                    CROSS REFERENCE SHEET PURSUANT TO RULE 404(a)

          <TABLE>
          <CAPTION>

           <S>                             <C>
           ___                             ___
           Form S-3 Item Number and        Prospectus Caption or Location
           ________________________        ______________________________
           Caption
           _______
           1.   Forepart of the            Outside Front Page Cover of
                Registration Statement     Prospectus
                and Outside Front Cover
                Page of Prospectus

           2.   Inside Front and Outside   Inside Front Cover Page and
                Back Cover Pages of        Outside Back Cover Page
                Prospectus















           3.   Summary Information, Risk  The Company; Risk Factors
                Factors and Ratio of
                Earnings to Fixed Changes

           4.   Use of Proceeds            Use of Proceeds

           5.   Determination of Offering  Description of the Plan -
                Price                      Investment and Reinvestment in
                                           Common Stock
           6.   Dilution                   Not Applicable

           7.   Selling Security Holders   Not Applicable
           8.   Plan of Distribution       Plan of Distribution

           9.   Description of Securities  Incorporation of Certain
                to be Registered           Documents by Reference

           10.  Interests of Named         Legal Matters
                Experts and Counsel
           11.  Material Changes           Not Applicable

           12.  Incorporation of Certain   Incorporation of Certain
                Information by Reference   Documents by Reference
           13.  Disclosure of Commission   Part II Item 17
                Position on
                Indemnification for
                Securities Act
                Liabilities

          </TABLE>
          <PAGE>


                                      PROSPECTUS

                                    300,000 Shares
                                     Common Stock
                              Par Value $1.00 Per Share

                                ______________________


                              UMB FINANCIAL CORPORATION
                              UMB FINANCIAL CORPORATION


                                ______________________

            DIVIDEND REINVESTMENT AND EMPLOYEE DIRECT STOCK PURCHASE PLAN
                                ______________________


               The Dividend Reinvestment and Employee Direct Stock Purchase
          Plan (the "Plan")  of UMB Financial  Corporation ("UMBFC" or  the















          "Company") provides  Company shareholders with the opportunity to
          elect automatic dividend reinvestment of all or a portion of cash
          dividends on UMBFC's Common Stock, par value $1.00 per share (the
          "Common  Stock") in  additional shares  of  Common Stock  and the
          opportunity to invest optional cash  payments of up to $3,000 per
          calendar  quarter (with  a minimum  of  $50 per  payment) in  the
          Common Stock ("Optional Cash Payments").  The  Plan also provides
          a  convenient  method  for  Employees  of  the  Company  and  its
          affiliates to become shareholders.  The price to be paid for such
          additional shares  from the  reinvestment of  cash dividends  and
          investment of Optional Cash Payments will be the Market Price (as
          defined herein).  The Company currently will pay all the costs of
          administration of the Plan other than brokerage commissions.

               Enrollment  in the Plan  is entirely voluntary  and Eligible
          Persons  (as defined herein)  who participate in  the Plan ("Plan
          Participants")  may terminate  their participation  at any  time.
          Current shareholders who  do not enroll in the Plan or who do not
          elect  to  have all  dividends  reinvested  under the  Plan  will
          continue to receive  their cash dividends  not so reinvested,  if
          and when declared, as usual.  A broker, bank or other nominee, to
          the extent  it is  willing, may reinvest  dividends on  behalf of
          beneficial owners.  

               Shares acquired under the Plan can be acquired either on the
          open  market  or  from  the  Company in  the  discretion  of  the
          Purchasing Agent (as defined herein).  This Prospectus relates to
          up  to 300,000  authorized shares  of Common  Stock for  purchase
          under the Plan.  Plan Participants  should retain this Prospectus
          for future reference.

          SEE "ADVANTAGES  AND  DISADVANTAGES"  OF THE  PLAN  BELOW  FOR  A
          DISCUSSION OF CERTAIN  RISK FACTORS THAT SHOULD  BE CONSIDERED BY
          PROSPECTIVE PLAN PARTICIPANTS.

          THE  PLAN ACCOUNTS  ARE NOT  SAVINGS ACCOUNTS, DEPOSITS  OR OTHER
          OBLIGATIONS OF ANY  BANK OR NON-BANK SUBSIDIARY OF  UMBFC AND ARE
          NOT  INSURED BY THE  FEDERAL DEPOSIT INSURANCE  CORPORATION, BANK
          INSURANCE FUND, SAVINGS  ASSOCIATION INSURANCE FUND OR  ANY OTHER
          GOVERNMENTAL AGENCY.

          THESE SECURITIES  HAVE NOT  BEEN APPROVED  OR DISAPPROVED  BY THE
          SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES
          COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR  ANY
          STATE  SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
          OF  THIS PROSPECTUS.   ANY  REPRESENTATION TO  THE CONTRARY  IS A
          CRIMINAL OFFENSE.


              The date of this Prospectus is ____________________, 1995

                                                         
                             ____________________________
















          <PAGE>
                                Available Information
                                _____________________

               UMBFC  is subject  to the  information  requirements of  the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and, in accordance therewith, files reports, proxy statements and
          other  information  with the  Securities and  Exchange Commission
          (the "Commission").   Such  reports, proxy  statements and  other
          information  can  be  inspected and  copied  at  public reference
          facilities  of the  Commission at  Room 1024,  450 Fifth  Street,
          N.W.,  Washington, D.C. 20549;  and at the  Commission's Regional
          Offices located  at Room  1400, Northwestern  Atrium Center,  500
          West  Madison Street, Suite  1400, Chicago Illinois  60661; and 7
          World Trade Center, Suite 1300, New York, New York 10048.  Copies
          of  such  material  can  be  obtained by  mail  from  the  Public
          Reference  Section of the  Commission at 450  Fifth Street, N.W.,
          Washington,  D.C. 20549,  at  prescribed  rates.    In  addition,
          UMBFC's  Common Stock is  included in the  NASDAQ-National Market
          System,  and  reports,  proxy statements  and  other  information
          concerning UMBFC are filed therewith.

                   Incorporation of Certain Documents by Reference
                   _______________________________________________

               The  following documents filed  under the Exchange  Act with
          the Commission are incorporated herein by reference:

               (a)  UMBFC's Annual Report on  Form 10-K for the year  ended
                    December 31, 1994;

               (b)  UMBFC's Quarterly Reports on Form 10-Q for the quarters
                    ended March 31, 1995 and June 30, 1995; and

               (c)  The  description   of  the   Company's  Capital   Stock
                    contained  in the  Company's Registration  Statement on
                    Form  10 filed June 1, 1970 as  amended by Form 8 dated
                    March 5, 1993 and the related Registration Statement on
                    Form 8-A dated  August 11, 1995 with  regard to certain
                    preferred stock purchase rights.

               All  documents filed  by UMBFC  pursuant  to Section  13(a),
          13(c), 14 or 15(d) of the Exchange  Act subsequent to the date of
          this Prospectus and prior to the termination of the offering made
          hereby shall be deemed to  be incorporated by reference into this
          Prospectus  and to be  part hereof from  the date of  filing such
          documents.  Any statement contained in a document incorporated or
          deemed to be  incorporated by reference herein  shall be modified
          or superseded, for  purposes of  this Prospectus,  to the  extent
          that a  statement contained herein  or in any  other subsequently
          filed  document which is  deemed to be  incorporated by reference
          herein  modifies or supersedes such  statement.  Any statement so
          modified or superseded shall not be deemed, except as so modified
          or superseded, to constitute a part of this Prospectus.
















               Any person, including any beneficial owner, receiving a copy
          of this Prospectus  may obtain  without charge,  upon request,  a
          copy of  any of the  foregoing documents  incorporated herein  by
          reference  other  than  exhibits to  such  documents  unless such
          exhibits  are  specifically  incorporated by  reference  in  such
          documents.  Written requests should  be directed to UMB Financial
          Corporation,  1010  Grand Avenue,  Kansas  City,  Missouri 64106,
          Attention:  Treasurer's   Office.    Telephone  requests  may  be
          directed to Mr. Dennis Sines  or Treasurer's Office at (816) 860-
          7000.

          <PAGE>

                                     The Company
                                     ___________

               The  UMB  Financial  Corporation (formerly  United  Missouri
          Bancshares,  Inc.)  is  a bank  holding  company  incorporated in
          Missouri in 1969.  The principal subsidiary of the Company is UMB
          Bank, N.A. (formerly United Missouri  Bank, n.a.), formed in 1913
          and  located  in Kansas  City,  Missouri.   The  Company provides
          banking  and  related  services  to   individuals  and  corporate
          customers through  its affiliates  and subsidiaries in  Missouri,
          Illinois,   Colorado,  Kansas,   Nebraska,  Oklahoma,   Delaware,
          California,  New  York  and Arizona.    The  Company's activities
          include  fee-based services  and  commercial and  retail banking.
          Fee-based  services  include  securities   processing  and  trust
          services, cash  management  activities,  investment  banking  and
          bankcard operations.   As of September 30, 1995,  the Company had
          assets of $5.6 billion, deposits of $4.25 billion, loans of $2.42
          billion and shareholders' equity of $601 million.   The principal
          office of  the Company, and of its lead  bank, is located at 1010
          Grand  Avenue,  Kansas  City,  Missouri  64106.    The  Company's
          telephone number is (816) 860-7000.

                       Advantages and Disadvantages of the Plan
                       ________________________________________

               Participating  in   the   Plan  has   both  advantages   and
          disadvantages, which are discussed below.

               Advantages:

                    (a)  The  Plan  provides  Plan  Participants  with  the
               opportunity to  reinvest  cash dividends  paid on  all or  a
               portion of their shares of Common Stock in additional shares
               of Common Stock at the  Market Price (as defined in Question
               12 "Description of  the Plan" below).  The  Company will pay
               all  the  costs of  administration  of the  Plan  other than
               brokerage commissions.

                    (b)  The  Plan  provides  Plan  Participants  with  the
               opportunity  to make investments  of Optional  Cash Payments
               (as defined herein), subject to minimum and maximum amounts,
               for the purchase of additional shares of Common Stock at the
               Market Price.














                    (c)  Employees  not presently  owning shares  of Common
               Stock  may become  shareholders by  making  an initial  cash
               investment  of $100  or  more to  purchase shares  of Common
               Stock under the Plan.

                    (d)  Plan Participants  may  have  the  opportunity  to
               purchase  shares of Common Stock at reduced commissions when
               compared to similar purchases through a retail stock broker.

                    (e)  The Plan Administrator (as  defined herein), at no
               charge   to  Plan   Participants,   will  provide   for  the
               safekeeping  of stock  certificates for  shares credited  to
               each   Plan   Participants'   account.      However,   stock
               certificates for whole shares of Common Stock will be issued
               to any  Plan Participant  upon written  request sent  to the
               Plan Administrator at no charge to the Plan Participant.

                    (f)  A statement of  account will be furnished  to each
               Plan  Participant as soon as practicable after each purchase
               of Common Stock made on behalf of a Plan Participant.

                    (g)  A Plan  Participant may transfer  ownership within
               the  Plan of  any whole  or fractional  number of  shares of
               Common Stock  credited to his  or her account  through gift,
               private  sale  or  otherwise.   Shares  so  transferred will
               continue to  be held  under  the Plan,  the transferee  will
               automatically be enrolled in the Plan and all dividends will
               continue to be reinvested under the terms of the Plan unless
               such   transferee   changes   or  terminates   his   or  her
               participation in the Plan.

               Disadvantages:

                    (a)  The Plan Participants  bear the financial  risk of
               changes in the market value and marketability of all shares,
               whether whole or fractional, of Common Stock enrolled in the
               Plan and allocated to such  Plan Participant's account.  The
               Plan Participants should recognize  that neither the Company
               nor the  Plan Administrator can  provide any assurance  of a
               profit  or protection against loss on shares purchased under
               the Plan.

                    (b)  Plan Participants  who terminate  their enrollment
               in the  Plan will  be charged a  brokerage commission  and a
               reasonable administrative fee in connection with the sale of
               the shares.

                    (c)  The actual  number of shares  to be acquired  by a
               Plan Participant and the purchase  price to be paid will not
               be determined until  after the end  of the relevant  Pricing
               Period (as defined in Question  12 under "Description of the
               Plan" below).
















                    (d)  The Market Price of  shares purchased pursuant  to
               the  Plan may be greater than the  fair market value of such
               shares on the relevant Investment Date.

                    (e)  No  interest  will  be  paid  by  the  Company  on
               dividends   or   Optional   Cash   Payments   held   pending
               reinvestment  or  investment.   In  addition,  Optional Cash
               Payments in excess  of $3,000 in a calendar  quarter will be
               subject to return  to the Plan Participant  without interest
               in the  event that  the Plan Participant  does not  obtain a
               waiver from the Company.  (See Question 8 under "Description
               of the Plan").

                    (f)  Once Optional Cash Payments have  been received by
               the  Plan Administrator, these deposits will not be returned
               to Plan Participants unless a written request is received by
               the Plan  Administrator at least two business  days prior to
               the  Investment  Date  (as  defined  in  Question  11  under
               "Description of the Plan" below).

                    (g)  Plan  Participants  may  not  be able  to  assign,
               transfer,  pledge or liquidate  his or her  shares of common
               stock  enrolled in  the Plan  as quickly  as shares  held in
               other ways such as a brokerage account.

                                   Use of Proceeds
                                   _______________

               The  Company will  only receive  proceeds from  the sale  of
          shares  pursuant  to the  Plan  to  the  extent such  shares  are
          acquired directly  from the Company.   The  Purchasing Agent  (as
          defined below in Question 35 under "Description of the Plan") may
          purchase  shares of Common Stock  for Plan Participants either in
          the open  market or  directly from the  Company.   The Purchasing
          Agent's choice  of the  source  of such  shares  is in  its  sole
          discretion.   Therefore, the  Company  does not  know either  the
          number  of shares  that  will ultimately  be  purchased from  the
          Company under the Plan or the prices at which such shares will be
          sold.  The Company  intends to use any proceeds from  the sale of
          shares  of Common  Stock  under the  Plan  for general  corporate
          purposes and such other purposes  that it may determine from time
          to time.  The Company currently has  no other plans at this time,
          however.

                               Description of the Plan
                               _______________________

               The following, in question and answer format, sets forth the
          provisions  of  and  constitutes the  Dividend  Reinvestment  and
          Employee Direct Stock Purchase Plan  of the Company as adopted by
          the Board of Directors of the Company in July 1995.

          1.   What is the Plan's purpose?

               The Plan provides the holders of Company Common Stock with a
          convenient method of  investing cash dividends and  Optional Cash














          Payments  in shares  of Common Stock.   The Plan  also provides a
          convenient   method  for  employees  of  the  Company  to  become
          shareholders.


                              Participation in the Plan
                              _________________________

          2.   Who is eligible to participate in the Plan?

               The  following  persons,  whether   legal  or  natural,  are
          eligible  to  participate  in  the  Plan (subject  to  the  other
          restrictions  of the Plan and receipt  of any prospectus required
          to be delivered in  connection with the Plan)  and may enroll  in
          the Plan ("Eligible Persons"):

                    a.   Shareholders  of the  Common  Stock registered  in
          such  persons name  on the  books of  the Company  or "Registered
          Owners"; 

                    b.   Shareholders whose shares are held in nominee name
          by their  broker, bank or  other nominee  or "Beneficial  Owners"
          that  become Registered Owners  or to the  extent such Beneficial
          Owners' broker, bank or other  nominee will  participate on their
          behalf; and

                    c.   Employees of the Company or its affiliates.

          However, persons who reside in the United States, its territories
          and possessions in which it is unlawful for the Company to permit
          their  participation  or  persons  who  reside  in  jurisdictions
          outside  the United States  its territories and  possessions that
          the  Company in its  discretion determines that  participation is
          not practicable  or may  violate applicable  domestic or  foreign
          laws are not eligible to  participate in the Plan.   In addition,
          the Company reserves  the right to  modify, suspend or  terminate
          participation in  the Plan by otherwise eligible persons in order
          to eliminate practices which are not consistent with the purposes
          of the Plan.

          3.   How does an Eligible Person enroll?

               Registered Owners who wish to enroll in the Plan must submit
          a properly executed Enrollment Form to the  Plan Administrator to
          enroll in the Plan.  If an Employee is not currently a Registered
          Owner of the Company's Common  Stock, such Employee must submit a
          properly  executed Enrollment Form  along with a  minimum initial
          investment  of $100  to the  Plan  Administrator or  as the  Plan
          Administrator otherwise instructs.

          4.   When may an Eligible Person enroll in the Plan?

               Eligible Persons may  enroll in the Plan at any  time.  Once
          enrolled,   Plan   Participants  remain   enrolled   until  their















          participation is discontinued  at their request or  is terminated
          by the Company.

               Participation in the  Plan begins when a  properly completed
          and executed Enrollment  Form is received from an Eligible Person
          and  accepted by  the Plan  Administrator.  Upon acceptance,  the
          person enrolling  becomes  a "Plan  Participant."   In  order  to
          participate  in  a  particular dividend,  the  Plan Participant's
          enrollment  must be  effective  on  or  before  the  record  date
          established  for  such  dividend.   If  the  Enrollment  Form  is
          accepted  after   that  record  date,   the  Plan   Participant's
          enrollment will  be effective for  the next  Investment Date  (as
          defined herein); provided  that such person is still  eligible to
          be  a  Plan Participant  and  his  or  her participation  is  not
          terminated.  

          5.   What options does an Eligible Person have when enrolling?

               Eligible Persons  who participate in  the Plan may  elect to
          have cash dividends on any whole number  of their total shares of
          Common  Stock  owned  and  enrolled  in  the  Plan reinvested  in
          additional shares  of  Common Stock,  and  the dividends  on  the
          balance of such shares will  automatically be paid in cash (after
          any required withholdings) to the Plan Participants.  There is no
          minimum limitation on the amount of dividends  a Plan Participant
          may reinvest under this feature of the Plan.

               If such a shareholder returns an otherwise properly executed
          Enrollment Form  to the  Plan Administrator  without electing  an
          investment option, such Enrollment Form will be returned  to such
          shareholder  and such  shareholder will  not  be enrolled  in the
          Plan. 

               Plan  Participants may  deposit certificates for  the Common
          Stock that they hold with the Plan Administrator for  safekeeping
          at no charge to the Plan Participant at the time of enrollment or
          at any  time after  enrollment while  participating in  the Plan.
          Plan  Participants must  deliver such  certificates  to the  Plan
          Administrator.  The Plan Administrator has the right  to maintain
          title to  shares represented  by such stock  certificates in  its
          name or in  the name  of its  nominee as custodian  for the  Plan
          Participants.

               Shares  deposited  with  the  Plan  Administrator   will  be
          credited  to the  Plan  Participant's  account  under  the  Plan.
          Thereafter, such shares will be treated in the same manner as the
          shares purchased under the Plan, and dividends will be reinvested
          until the shares are transferred, sold or the  Plan Participant's
          participation in the Plan is terminated.



















          6.   Are there any fees or expenses to enroll in the Plan?

                                      Enrollment
                                      __________

               Plan  Participants  will not  pay  any fees  or  expenses to
          enroll in the Plan.

               Written requests for  enrollment forms and requests  for the
          return  of previously delivered  Optional Cash Payments (received
          by the Plan Administrator at least two business days prior to the
          Investment Date) and  requests to terminate participation  in the
          Plan or  to withdraw Plan Shares  should be directed  to the Plan
          Administrator at:

                         UMB Bank, N.A.
                         P. O. Box 410064
                         Kansas City, Missouri 64141
                              ATTN:  Securities Transfer Department

               UMB Bank, N.A., the Plan Administrator,  is a transfer agent
          registered with  the Board of  Governors of  the Federal  Reserve
          System pursuant to Section 17A  of the Securities Exchange Act of
          1934.   The Plan accounts and  securities are not  insured by the
          Federal Deposit  Insurance Corporation, the  Securities Investors
          Protection Corporation or similar agency.

                                Optional Cash Payments
                                ______________________

          7.   May a Plan Participant make additional  cash payments to the
          Plan?

               All  Plan Participants,  other  than Beneficial  Owners, who
          have submitted signed Enrollment Forms indicating their intention
          to participate in this feature  of the Plan are eligible  to make
          Optional Cash Payments during any calendar month, whether or  not
          a dividend is declared.  Plan Participants may make Optional Cash
          Payments even  if dividends on  their shares of Common  Stock are
          not being reinvested.  All dividends  on shares purchased through
          Optional Cash Payments will be automatically reinvested in Common
          Stock   unless   the   Plan   Participant   notifies   the   Plan
          Administrator.

               Plan  Participants  in   the  Plan  are  not   obligated  to
          participate  in the  Optional Cash Payment  feature of  the Plan.
          Optional Cash Payments also need  not be in the same  amount each
          time.

          8.   What Limitations apply to Optional Cash Payments?

               Plan Participants  may invest through Optional Cash Payments
          a  minimum of  $50 per  transaction  and a  maximum per  calendar
          quarter of $3,000, subject to waiver, in shares of Company Common
          Stock.  Optional Cash Payments of less  than $50 and that portion
          of any Optional Cash  Payment that exceeds the maximum  quarterly














          purchase limit will be returned to the Plan Participants, without
          interest.   For  purposes of  the  maximum quarterly  limitation,
          initial investments by Employees will be treated as Optional Cash
          Payments.

               Plan Participants may  make Optional Cash Payments  of up to
          $3,000  each calendar quarter  without the prior  approval of the
          Company.  Optional Cash Payments in  excess of $3,000 may be made
          by a Plan  Participant only upon approval by the Company.  A Plan
          Participant must  submit a  "Written Request  for Waiver"  to the
          Company stating the reasons for such investment and the amount of
          such Optional Cash Payment.   The Written Request for Waiver will
          be  approved  upon  the  Company's  written  acceptance  of  such
          request.   Such prior  acceptance of a  Request for  Waiver, with
          respect  to the  amount of  the  Optional Cash  Payment, must  be
          obtained  each calendar quarter  no later than  two business days
          prior to the  commencement of the Pricing Period  with respect to
          which  such  waiver is  sought.    For purposes  of  the Plan,  a
          "Business Day"  shall be any  day that the Plan  Administrator is
          regularly open for business.

               Grants of Requests  for Waiver will be made  at the absolute
          discretion of  the Company.  The Company will  consider a variety
          of factors  in determining whether  to grant a waiver,  which may
          include  the Company's current  and projected capital  needs, the
          alternatives  available to  the  Company  to  meet  those  needs,
          prevailing  market  prices  for Common  Stock  and  other Company
          securities,  general  economic  and market  conditions,  expected
          aberrations in the  price or trading volume of  the Common Stock,
          the  number  of   shares  of  Common  Stock  held   by  the  Plan
          Participants  submitting the  Request for  Waiver, the  aggregate
          amount  of Optional  Cash Payments  for which  such  Requests for
          Waiver have  been submitted  and the  administrative implications
          associated with granting such Requests for Waiver.

          9.   When  must Optional  Cash Payments  be received by  the Plan
          Administrator?

               In order  for Optional  Cash Payments to  be invested  on an
          Investment Date, the Plan Administrator  must be in receipt of an
          Enrollment  Form and receive good  funds prior to such Investment
          Date.  Optional Cash Payments  received on or after an Investment
          Date will be applied to the purchase of shares of Common Stock on
          the next Investment Date, subject to the limitations hereunder. 

               No  interest will  be paid  on Optional  Cash Payments  held
          pending investment. 

          10.  May Optional Cash Payments be returned?

               The Plan  Administrator will  not return  any Optional  Cash
          Payments  unless  written  notice from  the  Plan  Participant is
          received  at  least  two  Business  Days  prior  to  the relevant
          Investment Date.   Such Optional  Cash Payments will  be returned














          without  interest to Plan  Participants.  The  Plan Administrator
          has the authority to  delay returning any Optional  Cash Payments
          for a reasonable period.

                     Investment and Reinvestment in Common Stock 
                     ____________________________________________

          11.  When will dividends be reinvested and Optional Cash Payments
          be invested in the Common Stock?

               On  an   Investment  Date,   or  promptly   thereafter,  (as
          determined by the  Purchasing Agent in  its sole discretion)  the
          Purchasing   Agent  will  purchase  shares  of  Common  Stock  in
          accordance with the instructions of the Plan Participants and the
          terms of  the Plan;  provided, however,  that all such  purchases
          under the Plan  will be no more than 30 days after the Investment
          Date with  respect to  the reinvestment of  dividends or  35 days
          after the receipt of the Optional Cash Payments by the Purchasing
          Agent,   except  where  necessary  to  comply  with  the  federal
          securities laws.   If there are not  sufficient funds accumulated
          by the Plan Administrator to purchase sufficient shares of Common
          Stock  as  determined  by  the  Purchasing  Agent,  in  its  sole
          discretion,  or if the  Purchasing Agent cannot  otherwise invest
          the funds  accumulated under  the Plan by  the expiration  of the
          specified  periods, the  Purchasing Agent  or Plan  Administrator
          will promptly return  all excess funds to Plan  Participants on a
          pro rata basis and any shares purchased will  be allocated to the
          Plan Participants on a pro rata basis.  

               No  interest  will be  paid  on dividends  or  Optional Cash
          Payments held pending reinvestment or investment.

               For the reinvestment of dividends, the dividend payment date
          declared  by the Board  of Directors constitutes  the "Investment
          Date" applicable to  the reinvestment of such dividend.   For the
          investment  of Optional Cash Payments, the "Investment Date" will
          be the third  day of every calendar month except in the months in
          which dividends  are to  be paid, in  which case  the "Investment
          Date"  will  be   the  same  as  the  Investment   Date  for  the
          reinvestment  of dividends.   If,  however,  any Investment  Date
          falls on  a  date when  the  exchange or  inter-dealer  quotation
          system on which the Common Stock is  then listed or quoted or the
          Purchasing Agent  is not regularly  open for business,  the first
          day  immediately  following  such date  on  which  such exchange,
          system or Purchasing Agent is open shall be the Investment Date. 


          12.  What price will be paid for the Common Stock?

               The  purchase price per share of Common Stock purchased with
          reinvested  dividends  and  optional cash  payments  will  be the
          Market  Price  of the  Common  Stock.    The "Market  Price"  for
          purposes of  the Plan  when the shares  are purchased  other than
          from  the  Company will  be the  average price  paid for  all the
          shares  acquired   for  a  relevant  Investment   Date  including














          commissions not  paid by  the Company.   If the  Purchasing Agent
          acquires the shares directly  from the Company, the  Market Price
          shall mean the  average of the daily  high and low prices  or, if
          none, of the closing bid and ask prices, computed to four decimal
          places, of the Common Stock as reported on the exchange or inter-
          dealer quotation system on which  the Common Stock is then listed
          for the  last five  Trading Days before  the Investment Date.   A
          "Trading Day"  means a day  on which  trades in Common  Stock are
          reported  or quoted  on  such  exchange or  system.   The  period
          encompassing  the  last  five Trading  Days  before  the relevant
          Investment  Date constitutes the  relevant "Pricing Period".   If
          the   Purchasing  Agent   acquires  the   Shares  by   negotiated
          transaction, the  Market Price  shall be equal  to such  purchase
          price.

          13.  Will Plan  Participants receive statements  or confirmations
          of transactions on their behalf under the Plan?

               As soon as  practicable after each purchase  of Common Stock
          on behalf of a  Plan Participant, a statement of account  will be
          furnished to such Plan Participant.  

          14.  How many  shares will  be purchased and  where will  they be
          purchased?

               With respect to dividend  reinvestment, a Plan Participant's
          Plan  account  will  be  credited  with  the  number  of  shares,
          including  fractions of shares (computed to four decimal places),
          equal to  the amount  of dividends paid  on the number  of shares
          authorized  by the Plan Participant's Enrollment Form, divided by
          the Market Price per share.  There is no maximum number of shares
          that can  be acquired  pursuant to  dividend reinvestment.   With
          respect  to Optional  Cash Payments,  a  Plan Participant's  Plan
          account  will be credited  with the  number of  shares, including
          fractions of  shares (computed to four decimal  places), equal to
          such payments divided by the Market Price per share.

               The Purchasing Agent has the right,  in its sole discretion,
          to purchase shares  of Common Stock either (i)  directly from the
          Company as authorized but unissued  shares or from shares held in
          the Company's treasury, (ii) on the open market, or (iii) through
          a combination of (i) and (ii).

          15.  How will the shares be purchased?

               The Purchasing Agent will commingle all dividends,  Optional
          Cash Payments received and  will apply all such  payments towards
          the  purchase of additional shares of  the Company's Common Stock
          at the  relevant Investment Date.  In  the event that such shares
          are purchased from someone other than the Company, the Purchasing
          Agent  may acquire  such  shares on  any  securities exchange  or
          inter-dealer quotation system on which the Common Stock is listed
          or  quoted, in  the  over-the-counter  market  or  by  negotiated
          transactions,  and  such  shares may  be  subject  to  such terms














          (including, but not limited to price and delivery) as agreed upon
          by  the Purchasing  Agent in  its sole  discretion.   Neither the
          Company, any  of its affiliates  nor any Plan  Participants shall
          have  any authority or  power, directly or  indirectly, to direct
          the time or price at which shares may be purchased, the number of
          shares  to be  purchased, the  manner in which  shares are  to be
          purchased or the selection of the broker, directly or indirectly,
          or  dealer (other  than the Purchasing  Agent itself)  through or
          from which purchases are to be made.  

          16.  Will  certificates for shares  of Common Stock  purchased be
          issued?

               No  certificates   representing  shares   of  Common   Stock
          purchased under the Plan will  be issued following the investment
          of Optional Cash Payments or reinvestment of dividends, except as
          provided below.

          17.  What  are  the   costs  and  expenses  in   connection  with
          participating in the Plan?

               The Company will pay all  the costs of administration of the
          Plan in connection with a Plan Participant's participation in the
          Plan  other  than brokerage  commissions.    The benefit  of  any
          reduced  commission resulting  from  commingled purchases  by the
          Purchasing Agent will  be passed on, pro rata,  to the purchasing
          Plan Participants.

                      Changes in Enrollment Prior to Termination
                      __________________________________________
                           of Participation Including Sale,
                           ________________________________
                           Transfer or Withdrawal of Shares
                           ________________________________

          18.  May a Plan  Participant assign, transfer or pledge  all or a
          part of the shares credited to his or her account under the Plan?

               A Plan Participant may transfer ownership within the Plan of
          any whole or fractional number  of shares credited to his or  her
          account under the Plan  through gift, private sale  or otherwise.
          The Plan  Participant  may  effect  such transfer  by  mailing  a
          properly completed and  executed form to the  Plan Administrator.
          The transfer  will be effective for  purposes of the Plan  on the
          date the Plan Administrator effects the transfer.

               Shares so  transferred will continue  to be held   under the
          Plan, and such transferee  will automatically be enrolled in  the
          Plan and  all dividends on  shares transferred under the  Plan to
          the transferee  will be reinvested  under the terms of  the Plan,
          unless and until such transferee changes or terminates his or her
          enrollment  in  accordance with  the  terms  of  the Plan.    The
          transferee will receive  a statement showing the number of shares
          transferred to and held in the transferee's account.  

               A Plan Participant  may not pledge  shares credited to  such
          Plan  Participant's account.   A  Plan Participant who  wishes to














          pledge  shares credited to  such Plan Participant's  account must
          first withdraw such shares from the account.

          19.  When and how may shares be withdrawn from  the Plan prior to
          termination?

               A Plan Participant may withdraw whole Shares of Common Stock
          credited to a Plan Participant's account at any time by notifying
          the Plan Administrator  in writing.  A stock  certificate for the
          number  of whole  shares of  Common  Stock so  withdrawn will  be
          issued in the  name of  the Plan  Participant.  In  no case  will
          certificates for fractional shares of Common Stock be issued.  

               The Plan Administrator  will continue to reinvest  dividends
          on the number of shares specified by the  Plan Participant on the
          Enrollment Form  in effect at  the time of withdrawal,  which may
          result in  dividend reinvestment  with respect  to the  withdrawn
          shares, until the  Plan Participant specifies a  different number
          of shares  subject to dividend  reinvestment by delivering  a new
          Enrollment Form to the  Plan Administrator, such shares  are sold
          by   the  Plan  Participant  or  until  such  Plan  Participant's
          participation in the Plan is terminated. 

          20.  May a Plan  Participant request that shares  credited to his
          or her account under the Plan be sold?

               A Plan  Participant may  request that  any  whole number  of
          shares credited to such Plan Participant's account be sold at any
          time by notifying the Plan  Administrator in writing.  The shares
          will be sold  in the same manner  as if the Plan  Participant had
          terminated his  or her  participation in the  Plan, as  described
          below.  

          21.  May a  Plan  Participant  receive  certificates  for  shares
          credited to his or her Account Under the Plan?

               Stock certificates for whole shares  of Common Stock will be
          issued to any  Plan Participant upon written request  sent to the
          Plan Administrator. 

          22.  What are the  costs and expenses  in connection with  making
          changes in participation in the Plan?

               The Company  will pay all  the costs in connection  with any
          changes  in  enrollment  by a  Plan  Participant  other  than the
          brokerage commissions in connection with the sale of shares and a
          reasonable  administrative fee.    The  benefit  of  any  reduced
          commission  resulting  from commingled  sales  by the  Purchasing
          Agent  will  be  passed  on,   pro  rata,  to  the  selling  Plan
          Participants. 


















                      Other Matters in Connection With the Plan
                      _________________________________________

          23.  Who bears the risk of price changes in the Common Stock?

               The Plan Participants  bear the financial risk of changes in
          the market value  and marketability of all  shares, whether whole
          or fractional, of Common Stock enrolled in the Plan and allocated
          to such Plan Participant's account.  The Plan Participants should
          recognize that neither the Company nor the Plan Administrator can
          provide any assurance  of a profit or protection  against loss on
          shares purchased under the Plan.

          24.  Will the Plan  Administrator vote shares credited to  a Plan
          Participant's plan account at shareholders' meetings?

               The Plan  Administrator  shall promptly  forward  all  proxy
          solicitation  materials received  relating  to  shares of  Common
          Stock held  under the  Plan to the  Plan Participants.   The Plan
          Administrator will vote only those shares of Common Stock held by
          the Plan Administrator as custodian for the Plan Participants for
          which a properly executed and completed proxy is  timely returned
          by the Plan Participant.

          25.  May  Plan  Participants  set  up  an  individual  retirement
          account?

               Plan  Participants  may  establish  a  qualified  individual
          retirement account  ("IRA") under  the Plan  if permitted  by the
          Plan  Administrator and the  custodian of the  Plan Participants'
          IRA.

          26.  What happens  if the  Company issues  a dividend payable  in
          stock or declares a stock split?

               Any   stock  dividends  or  split  shares  of  Common  Stock
          distributed by the Company on shares enrolled in the Plan will be
          credited pro rata to each  Plan Participant's account in the same
          manner as shareholders who are  not Plan Participants in the Plan
          and such shares will be automatically enrolled in the Plan.  

          27.  If the Company has a rights  offering how will the rights on
          plan shares be treated?

               The  Plan  Administrator  shall  promptly  forward  to  Plan
          Participants   any  rights   offering   received   by  the   Plan
          Administrator as custodian under the  Plan and relating to shares
          of Common  Stock enrolled  in the Plan.   The  Plan Administrator
          will exercise such rights on such shares of Common Stock held for
          which  properly  executed and  completed instructions  are timely
          returned by the Plan Participant. 

          28.  Does the Board of Directors have any  obligations to declare
          and pay dividends as a result of the adoption of this Plan?















               The Plan  will not  obligate the Board  of Directors  of the
          Company to continue to declare  dividends, to pay dividends or if
          declared or  paid,  to declare  or pay  them at  any  rate.   The
          Company's Board of  Directors will continue to  determine whether
          to pay  dividends, and  when  and at  what rate  based upon  such
          factors   as  the  Board  may  consider  relevant  including  the
          Company's earnings and financial condition.

          29.  How  may  Plan  Participants  obtain  answers  to  questions
          concerning their Plan accounts?

               Questions concerning  Plan accounts, and requests  to invest
          amounts in excess  of the maximum monthly purchase  limits should
          be directed to the Plan Administrator by mail at:

                    UMB Bank, N.A.
                    P. O. Box 410064
                    Kansas City, Missouri 64141-0064
                    ATTN:  Securities Transfer Department

               or by calling (816) 860-7891.

          30.  What are  some  of the  Plan Participant's  responsibilities
          under the Plan?

               Plan shares are subject to escheat to the state in which the
          Plan  Participant  resides  in the  event  that  such  shares are
          deemed, under  such state's laws,  to have been abandoned  by the
          Plan Participant.   Plan  Participants, therefore, should  notify
          the  Plan Administrator  promptly  in writing  of  any change  of
          address.   Account statements  and other  communications to  Plan
          Participants will  be addressed  to them at  the last  address of
          record provided by Plan Participants to the Plan Administrator.

               Plan  Participants  will have  no  right to  draw  checks or
          drafts  against  their  Plan accounts  or  to  instruct  the Plan
          Administrator with respect to any  shares of Common Stock or cash
          held  by  the  Plan Administrator  except  as  expressly provided
          herein.

                       Termination of Participation in the Plan
                       ________________________________________

          31.  How  and when may a Plan Participant terminate participation
          in the Plan?

               A  Plan  Participant  may completely  terminate  his  or her
          participation in the Plan at any time by providing written notice
          to  the  Plan Administrator.    To  be  effective for  any  given
          dividend payment, the notice to terminate must be received by the
          Plan  Administrator before the ex-dividend date for that payment.
          If a notice to terminate is received by the Plan Administrator on
          or  after the  ex-dividend date  for  a dividend  payment on  the
          Common Stock,  such notice to terminate may  not become effective
          until such  dividend has been reinvested and the shares purchased














          are credited to the Plan  Participant's account, as determined by
          the Plan Administrator,  in its  sole discretion.   Any  Optional
          Cash Payment which would otherwise have been invested on the next
          Investment  Date   will  be   promptly  returned   to  the   Plan
          Participant, but  in no event more than  30 days after receipt of
          the notice of termination.

          32.  May the Company terminate a Plan Participant's participation
          in the Plan?

               The Plan is intended  to benefit investors in  and Employees
          of the Company and is not for individuals or investors who engage
          in transactions  which may  cause aberrations in  the pricing  or
          trading  volume  of Common  Stock.   Therefore,  the  Company may
          terminate  a  Participant's  Account  immediately  upon   sending
          written notice  to the Participant  at the last known  address as
          shown on the Plan Administrator's records.  Such termination will
          be effective when the notice is  sent.  In addition, the  Company
          may  terminate a Plan Participant's participation upon receipt of
          satisfactory  (determined by the  Plan Administrator in  its sole
          discretion)  written  evidence  of  the  Participant's  death  or
          adjudication of  incompetency, in  which case, however,  dividend
          payments   received  together  with   any  shares  held   in  the
          Participant's  Account   will  be  retained   until  satisfactory
          (determined by  the Plan  Administrator in  its sole  discretion)
          evidence   of  the   appointment  of   the  Participant's   legal
          representative and its right to receive the dividends, shares, or
          both, shall  have been  received by the  Plan Administrator.   No
          interest shall be paid on any funds held pending such appointment
          and delivery.

          33.  What will be  done with the shares of  Common Stock credited
          to a Plan Participant's account upon termination?

               Except as provided above, upon  termination of participation
          in  the   Plan,  the  Plan  Administrator  will  send  such  Plan
          Participant a stock certificate for the number of whole shares in
          such Plan Participant's account and a check in an amount equal to
          the  value of  any  fractional shares  based upon  the prevailing
          Market Price, less  applicable costs and fees in  connection with
          the sale  not paid by the  Company, as soon as  practicable after
          such written  notice from a  Plan Participant is received  by the
          Plan  Administrator, but  in no  event  more than  30 days  after
          receipt of such notice.  

               Upon  termination   of  participation  in   the  Plan,  Plan
          Participants who do  not wish to receive a  stock certificate for
          the number of whole shares in their account may request that such
          shares  be  sold  by  notifying  the  Plan  Administrator.    The
          Purchasing Agent will promptly sell  such shares at a price equal
          to the prevailing  Market Price.  The proceeds of such sale (less
          any related  fees and expenses not  paid by the Company)  will be
          promptly forwarded to the Plan  Participant, but in no event more















          than thirty days  after receipt by the Plan  Administrator of the
          notice to sell the shares.

          34.  What   are  the  costs   and  expenses  of   termination  of
          participation in the Plan?

               The Company  will pay all  the costs in connection  with any
          termination of enrollment other than the brokerage commissions in
          connection   with   the   sale  of   shares   and   a  reasonable
          administrative  fee.   The  benefit  of  any  reduced  commission
          resulting from commingled sales  by the Purchasing Agent  will be
          passed on, pro rata, to the selling Plan Participants.

                              Administration of the Plan
                              __________________________

          35.  How will the Plan be administered?

               The Company will appoint a purchasing agent (the "Purchasing
          Agent")  that  is not  an  affiliate  of  the  Company and  is  a
          registered broker dealer or a  bank as defined in Section 3(a)(6)
          under the Exchange Act.

               The Purchasing Agent, pursuant to  the terms of the Plan and
          in accordance with instructions  received from Plan Participants,
          will execute all bids, purchases,  offers and sales of the shares
          of  the  Common  Stock  and  perform  such  other  functions   in
          connection with  the Plan  as the  Company determines,  including
          acting  as Plan  Administrator.   The Purchasing  Agent may  also
          select one or more registered broker dealers or a bank as defined
          in Section 3(a)(6)  under the Exchange Act, any of  which must be
          independent  of and not  affiliated with the  Company, to execute
          some or all of such transactions.

               The Company has the right to appoint  a "Plan Administrator"
          to  perform such other tasks in administration  of the Plan as is
          necessary including, but not limited to, keeping records, sending
          statements of  account to  each Plan  Participant and  performing
          other  duties  related  to  the   Plan.    The  Company  and  its
          affiliates, to the  extent permissible under applicable  law, may
          perform   some  or  all  of  the  responsibilities  of  the  Plan
          Administrator.

               The Plan and the Agency Agreement between UMB Bank, N.A. and
          each Plan Participant including these terms and conditions, shall
          be governed by  the laws of the  State of Missouri.   The signing
          and  mailing  of the  Enrollment  Form  or  the initiation  of  a
          transaction, including  a certificate  deposit, through  the Plan
          shall  constitute  an  offer  by  an  individual  shareholder  to
          establish  a  principal-agency relationship  with UMB  Bank, N.A.
          Acceptance  shall occur  in the  offices of  UMB Bank,  N.A. upon
          receipt by UMB Bank, N.A. of such forms or requests.

















                 Modification, Suspension or Termination of the Plan
                 ___________________________________________________

          36.  May the Plan be modified, suspended or terminated?

               The Company  reserves the  right to modify  the Plan  at any
          time except where necessary to comply with the federal securities
          laws.  In  such event, the Company will promptly provide all Plan
          Participants  with  a copy  of  any material  modification.   The
          Company also reserves the right  to suspend or terminate the Plan
          at  any time, including the period  between a record date and the
          related  Investment  Date,  for  any  reason  including,  without
          limitation, trading, transactional profit activities or excessive
          enrollments and terminations  which may cause aberrations  in the
          price or trading volume of  Common Stock.  Plan Participants will
          also be promptly notified of  any such suspension or termination.
          Upon  termination  of  the  Plan,  except  in  the  circumstances
          described  below,  any  uninvested dividends  and  Optional  Cash
          Payments will be promptly returned, a stock certificate for whole
          shares credited to  each Plan Participant's Plan  account will be
          issued and a cash  payment will be made for any  fractional share
          credited to each such account.   Plan Participants shall not have
          the  right to  direct the  Plan  Administrator sell  their shares
          enrolled in the Plan.

               In the  event that the  Company terminates the Plan  for the
          purpose  of  establishing   another  dividend  reinvestment   and
          employee  direct stock purchase  plan, Plan Participants  will be
          automatically enrolled in such other  plan and shares credited to
          their accounts under this Plan will  be credited automatically to
          such other plan, unless notice to the contrary is received by the
          Plan Administrator.

          37.  What  are the costs and expenses of modification, suspension
          or termination of the Plan?

               The Company  will pay all  the costs in connection  with any
          modification, suspension or termination of the Plan.

                Responsibility of the Company, the Plan Administrator 
                ______________________________________________________
                               and the Purchasing Agent
                               ________________________

          38.  What  are  the  responsibilities of  the  Company,  the Plan
          Administrator and the Purchasing Agent under the Plan?

               Neither  the   Company,  the  Plan  Administrator   nor  the
          Purchasing Agent will be liable for any act done in good faith or
          for   any  good  faith   omission  to  act,   including,  without
          limitation, any claim of liability  arising out of the failure to
          terminate   a   Plan  Participant's   account   upon   such  Plan
          Participant's death, the  prices at which shares are purchased or
          sold for the Plan Participant's account, the times when purchases
          or sales are  made or fluctuations in the market  value of Common
          Stock.  The  foregoing shall not affect a  shareholder's right to















          bring a  cause of action  based on alleged violations  of federal
          securities laws.

                 Federal Income Tax Consequences to Plan Participants
                 ____________________________________________________

               The following  discussion is  a general  summary of  certain
          material  federal income tax  consequences and  is based  upon an
          interpretation  by the Company's legal counsel, Watson & Marshall
          L.C., of  current federal  income tax  laws.   Plan  Participants
          should consult their own tax advisers to determine particular tax
          consequences, including state income tax consequences, which vary
          from state  to state, that  may result from participation  in the
          Plan  and subsequent disposition  of shares acquired  pursuant to
          the  Plan.   This summary  does  not discuss  federal or  foreign
          income tax consequences to Plan Participants who are not citizens
          or  residents of  the United  States  or who  reside outside  the
          United States.

               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.  The tax  basis of shares acquired pursuant to the Plan
          will be equal to their purchase price under the Plan as described
          herein.

               A  Plan  Participant's holding  period  for  shares acquired
          pursuant  to  the  Plan  will  begin on  the  day  following  the
          Investment Date.

               A Plan Participant  will not realize any taxable income upon
          receipt of  certificates for  whole shares  credited to  the Plan
          Participant's account, either upon the Plan Participant's request
          for certain of those shares or upon termination of  participation
          in the Plan.  A Plan Participant will realize gain or loss upon a
          taxable  sale or exchange  of shares acquired under  the Plan.  A
          Plan Participant will  also realize  gain or  loss upon  receipt,
          following termination  of participation in  the Plan,  of a  cash
          payment  for any fractional share equivalent credited to the Plan
          Participant's account.  The amount of  any such gain or loss will
          be the  difference between the  amount that the  Plan Participant
          received  for the shares  or fractional share  equivalent and the
          tax basis thereof.

               In  the case  of corporate  shareholders,  dividends may  be
          eligible for the dividends-received deduction.

               Shares  of Common Stock purchased under the Plan have Rights
          attached.   Depending upon  the circumstances, Plan  Participants
          may recognize taxable income in  the event that the Rights become
          exercisable or are exercised.   The redemption of the Rights also
          would be a taxable event.















               If  a  Plan  Participant fails  to  provide  certain federal
          income   tax  certifications  in  the  manner  required  by  law,
          dividends on  shares of Common  Stock, proceeds from the  sale of
          fractional shares and proceeds from the sale of shares held for a
          Plan Participant's account, will be subject to federal income tax
          withholding at the applicable withholding rate.

               The Tax Equity and Fiscal Responsibility Act of 1982 imposes
          certain  reporting obligations upon  brokers and other middlemen.
          As a result, the Plan Administrator will be required to report to
          the Internal Revenue Service and the Plan Participant any sale of
          shares effected on behalf of a Plan Participant.

               If  a  Plan  Participant  is  a  foreign  shareholder  whose
          dividends are  subject to federal  income tax withholding  at the
          applicable  withholding  rate  (or  a  lower  treaty  rate),  the
          appropriate  amount will  be withheld and  the balance  in shares
          will be credited to such Plan Participant's account.

                                 Plan of Distribution
                                 ____________________

               The Common  Stock  acquired under  the  Plan that  is  being
          purchased directly from the Company is being sold directly by the
          Company through the  Plan.  The Company will pay all the costs of
          administration   of  the   Plan  in   connection   with  a   Plan
          Participant's  participation in  the  Plan  other than  brokerage
          commissions  in connection with  purchases of Common  Stock under
          the Plan.  
               Common  Stock may  not be  available under  the Plan  in all
          states.  This Prospectus does not constitute an offer to sell, or
          a solicitation of  an offer  to buy,  any Common  Stock or  other
          securities in any  state or any other jurisdiction  to any person
          to whom it is unlawful to make such offer in such jurisdiction.

                                       Experts
                                       _______

               The consolidated  financial statements incorporated  in this
          prospectus by reference from the Company's  Annual Report on Form
          10-K  for the years ended  December 31, 1994,  1993 and 1992 have
          been audited by  Deloitte & Touche LLP, independent  auditors, as
          stated in its  report, which is incorporated herein by reference,
          and have been so incorporated in reliance upon the report of such
          firm given  upon  their authority  as experts  in accounting  and
          auditing.

                                    Legal Matters
                                    _____________

               Certain  legal  matters  with respect  to  the  Common Stock
          offered hereby will  be passed upon  for the Company by  Watson &
          Marshall  L.C.,  1010  Grand  Avenue,  Suite  500,  Kansas  City,
          Missouri 64106.

          <PAGE>



















                    (This page has been left blank intentionally.)




          <PAGE>

                    (This page has been left blank intentionally.)



          <PAGE>

           No  person has  been authorized
           to give any  information or  to
           make any  representations other
           than  those  contained in  this
           Prospectus,  and,  if given  or
           made,   such   information   or    UMB Financial Corporation
                                              UMB Financial Corporation
           representations  must   not  be
           relied  upon  as  having   been
           authorized.    This  Prospectus
           does  not  constitute an  offer
           to  sell or the solicitation of
           an  offer to buy any securities    DIVIDEND REINVESTMENT AND
                                              DIVIDEND REINVESTMENT AND
           other  than  the securities  to      EMPLOYEE DIRECT STOCK
                                                EMPLOYEE DIRECT STOCK
           which it relates  or any  offer          PURCHASE PLAN
                                                    PURCHASE PLAN
           to  sell or the solicitation of
           an    offer    to   buy    such
           securities        in        any
           circumstances  in   which  such
           offer   or    solicitation   is
           unlawful.        Neither    the
           delivery  of   this  Prospectus
           nor  any  sale  made  hereunder
           shall,        under         any
           circumstances,    create    any
           implication   that  there   has
           been no change  in the  affairs
           of  UMBFC since the date hereof
           or    that   the    information
           contained herein is correct  as
           of any time  subsequent to  its
           date.
                                     
               ______________________



















                  TABLE OF CONTENTS   Page
                                      Page
                                      ____
           Available Information . . . .
           Incorporation of Certain
             Documents by Reference  . .
           The Company . . . . . . . . .
           Risk Factors  . . . . . . . .
             Advantages and Disadvantages
              of the Plan  . . . . . . .
           Use of Proceeds . . . . . . .
           Description of the Plan . . .
             The Plan  . . . . . . . . .
             Investment and Participation                                
                                             ____________________________
              in the Plan  . . . . . . .
             Optional Cash Payments  . .
             Reinvestment in Common Stock  
             Changes in Enrollment Prior
              to Termination of
              Participation Including
              Sale, Transfer or                       PROSPECTUS
                                                      PROSPECTUS
              Withdrawal of Shares . . .
             Other Matters in Connection
              With the Plan  . . . . . .
             Termination of Participation
              in the Plan  . . . . . . .
             Administration of the Plan                                  
                                             ____________________________
             Modification, Suspension
              or Termination of the
              Plan . . . . . . . . . . .
             Federal Income Tax
              Consequences to                           [Date]
              Plan Participants  . . . .
             Responsibility of the
              Company and the
              Plan Administration  . . .
           Plan of Distribution  . . . .
           Experts . . . . . . . . . . .
           Legal Matters . . . . . . . .


          <PAGE>
                                       PART II
                        INFORMATION NOT REQUIRED IN PROSPECTUS

          ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

               The following is an itemized statement of estimated expenses
          to be paid by  the Registrant in connection with the issuance and
          sale of the Common Stock being registered:

          Securities and Exchange Commission registration fee . .  $ 4,449 
                                                                   ________
          Stock Exchange listing fees . . . . . . . . . . . . . .     -0-  
                                                                   ________
          Blue Sky fees and expenses  . . . . . . . . . . . . . .     -0-  
                                                                   ________
          Accounting fees and expenses  . . . . . . . . . . . . .     -0-  
                                                                   ________
          Printing fees . . . . . . . . . . . . . . . . . . . . .    10,000
                                                                   ________
          Legal fees and expenses . . . . . . . . . . . . . . . .    10,000
                                                                   ________












          Transfer Agent and Registrar fees . . . . . . . . . . .     -0-  
                                                                   ________
          Miscellaneous . . . . . . . . . . . . . . . . . . . . .     1,000
                                                                   ________

          Total . . . . . . . . . . . . . . . . . . . . . . . . . . $25,449
                                                                    _______

          ITEM 15.  INDEMNIFICATION OF OFFICERS & DIRECTORS.

               Section  351.355(1)  and  (2) of  the  General  and Business
          Corporation  Law  of  the  State  of  Missouri  provides  that  a
          corporation may indemnify any person who was or is a party  or is
          threatened  to be  made a  party  to any  threatened, pending  or
          completed action, suit  or proceeding by reason of  the fact that
          he  is or  was  a director,  officer, employee  or  agent of  the
          corporation,  or  is  or  was  serving  at  the  request  of  the
          corporation  as director, officer,  employee or agent  of another
          corporation,   partnership,  joint   venture,   trust  or   other
          enterprise, against expenses,  judgments, fines and  amounts paid
          in  settlements  actually  and  reasonably  incurred  by  him  in
          connection with  such action, suit  or proceeding if he  acted in
          good faith and in a manner he reasonably believed to be in or not
          opposed  to  the  best interests  of  the  corporation  and, with
          respect to any  criminal action or proceeding,  had no reasonable
          cause to  believe his conduct  was unlawful, except that,  in the
          case of an action or suit by or in  the right of the corporation,
          the  corporation may not indemnify such persons against judgments
          and fines and  no person shall  be indemnified as  to any  claim,
          issue  or matter as to which such person shall have been adjudged
          to be liable  for negligence or misconduct in  the performance of
          his duty to  the corporation, unless and only to  the extent that
          the  court  in  which  the   action  or  suit  was  brought  upon
          application  determines that such person is fairly and reasonably
          entitled  to indemnity for  proper expenses.   Section 351.355(3)
          provides  that, to the extent that  a director, officer, employee
          or agent of the corporation has been successful in the defense of
          any such action, suit or proceeding or any claim, issue or matter
          therein,  he shall  be  indemnified against  expenses,  including
          attorney's fees,  actually and reasonably incurred  in connection
          with  such  action,  suit  or  proceeding.    Section  351.355(7)
          provides  that  a  Missouri  corporation may  provide  additional
          indemnification to  any person indemnifiable under subsection (1)
          or (2), provided such additional indemnification is authorized by
          the  corporation's  Articles  of Incorporation  or  an  amendment
          thereto  or by  a shareholder-approved  Bylaw  or agreement,  and
          provided  further that  no person  shall  thereby be  indemnified
          against conduct which was finally adjudged to have been knowingly
          fraudulent,   deliberately  dishonest   or  willful   misconduct.
          Article IX, Section  4 of the Company's Bylaws  provides that the
          Company may extend to  its directors, officers and employees  the
          indemnification specified in subsections (1) and (2).

               The Registrant maintains  a policy of insurance  under which
          the  insurer  will,  subject to  certain  conditions,  defend the
          directors  and officers of  the Registrant against  and indemnify
          them from any liability incurred in their capacity as such.

          ITEM 16.  EXHIBITS.












          The Exhibits set forth below  are included with the  Registration
          Statement.  Exhibits marked with an asterisk are incorporated  by
          reference  as  indicated  pursuant  to  Rule  411(c)  from  other
          documents filed with the Securities and Exchange Commission.

          EXHIBIT   DESCRIPTION OF EXHIBIT
          _______   ______________________

          1         Underwriting Agreement

                    Not Applicable

          2         Plan  of   Acquisition,  reorganization,   arrangement,
                    liquidation or succession

                    Not Applicable

          3         The Registrant's Articles of Incorporation, as amended,
                    through  July 12, 1995  are attached hereto  as Exhibit
                    3.1

                    The Registrant's Bylaws as  amended through January 19,
                    1995 are attached hereto as Exhibit 3.2

          4         Instruments Defining  the Rights  of Security  Holders,
                    Including Indentures

                    The Registrants'  Articles of Incorporation  and Bylaws
                    as amended are  attached as Exhibits 3.1 and  3.2.  The
                    following portions  of those documents  define some  of
                    the  rights of the  holders of the  Registrant's common
                    stock,   par  value   $1.00  per  share:   Article  III
                    (authorized  shares),  Article  X   (amendment  of  the
                    Bylaws)  and Article XI  (amendment of the  Articles of
                    Incorporation)  of the  Articles  of Incorporation  and
                    Articles II (shareholder meetings),  Sections 2 (number
                    and classes of  directors) and 3 (Election  and Removal
                    of  Directors)   of  Article  III,  Section   1  (stock
                    certificates)   of   Article   VII    and   Section   4
                    (indemnification) of Article VIII of the Bylaws.

                    Shareholder  Rights Plan attached  as Exhibit 1  to the
                    Registrant's  Form  8-A  dated  August  11,  1995,  and
                    incorporated by reference as Exhibit 4.1.

                    Note:    No  long-term debt  instrument  issued  by the
                    Registrant exceeds 10% of the consolidated total assets
                    of  the Registrant and its subsidiaries.  In accordance
                    with  paragraph 4(iii) of  Item 601 of  Regulation S-K,
                    the  Registrant will  furnish to  the Commission,  upon
                    request,  copies  of  long-term  debt  instruments  and
                    related agreements.

          5         Opinion regarding legality















                    Opinion  regarding the  legality of  the  shares to  be
                    issued   pursuant   to  this   registration   statement
                    (including consent) is attached hereto as Exhibit 5.

          8         Opinion regarding tax matters

                    Opinion   regarding   certain    federal   income   tax
                    consequences of the Dividend  Reinvestment and Employee
                    Direct Stock  Purchase (including consent)  is attached
                    hereto as Exhibit 8.

          12        Statement regarding Computation of Ratios

                    Not applicable.

          15        Letters   regarding    Unaudited   Interim    Financial
                    Information

                    Not applicable.

          23        Consents of Experts and Counsel

                    The consent  of Deloitte  & Touche  LLP as  independent
                    public  auditors  for  UMB  Financial  Corporation   is
                    attached hereto as Exhibit 23.

                    Exhibits 5  and 8  hereto have  the consents  contained
                    therein.

          24        Power of Attorney

                    A  limited  power  of attorney  is  attached  hereto as
                    Exhibit 24.

          25        Statement regarding the Eligibility of Trustees

                    Not applicable.

          26        Invitation for Competitive Bids

                    Not applicable.

          27        Financial Data Schedule

                    Not applicable.

          28        Information from reports  furnished to state  insurance
                    regulatory authorities

                    Not applicable.

          99        Additional Exhibits

                    None.














          ITEM 17.  UNDERTAKINGS.

               The Registrant hereby undertakes:

                    1.   To  file, during  any period  in  which offers  or
               sales are  being made,  a post-effective  amendment to  this
               Registration Statement:

                    (i)  To include  any  prospectus  required  by  Section
                         10(a)(3) of the Act;

                    (ii) To reflect in  the prospectus any facts  or events
                         arising   after   the   effective  date   of   the
                         Registration Statement (or  the most recent  post-
                         effective amendment thereof) which individually or
                         in the  aggregate, represent a  fundamental change
                         in the information  set forth in  the Registration
                         Statement;

                    (iii)     To  include  any  material  information  with
                              respect  to  the  plan  of  distribution  not
                              previously  disclosed  in   the  Registration
                              Statement  or  any  material  change to  such
                              information in the Registration Statement;

                         provided, however, that paragraphs (i) and (ii) do
                         not  apply  if  the  information  required  to  be
                         included in the  post-effective amendment by those
                         paragraphs is contained in  periodic reports filed
                         by  the  Registrant  pursuant  to  Section  13  or
                         Section  15(d) of  the Securities Exchange  Act of
                         1934  that  are incorporated  by reference  in the
                         Registration Statement.

                    2.   That, for the purpose of determining any liability
               under the Securities  Act of 1933, each  such post-effective
               amendment shall be deemed to be a new Registration Statement
               relating to the securities offered therein, and the offering
               of such securities  at that time shall  be deemed to  be the
               initial bona fide offering thereof.

                    3.   To  remove from registration  by means of  a post-
               effective amendment  any of the  securities being registered
               which remain unsold at the termination of the offering.

               Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 ("the Act") may be permitted to directors,
          officers  and controlling persons  of the Registrant  pursuant to
          the  foregoing provisions or  otherwise, the Registrant  has been
          advised  that  in  the opinion  of  the  Securities and  Exchange
          Commission  such  indemnification  is against  public  policy  as
          expressed in  the Act and  is, therefore, unenforceable.   In the
          event that a  claim for indemnification against  such liabilities
          (other than the payment by the Registrant of expenses incurred or
          paid  by  a  director,  officer  or  controlling  person  of  the
          Registrant  in  the successful  defense  of any  action,  suit or












          proceeding)  is asserted by such director, officer or controlling
          person  in connection with  the securities being  registered, the
          Registrant will, unless in the  opinion of its counsel the matter
          has been settled  by controlling precedent, submit to  a court of
          appropriate    jurisdiction    the    question    whether    such
          indemnification by  the Registrant  is against  public policy  as
          expressed  in  the  Act  and   will  be  governed  by  the  final
          adjudication of such issue.

               The undersigned Registrant  hereby undertakes that,  for the
          purposes of determining any liability under the Securities Act of
          1933, each filing of  the Registrant's annual report pursuant  to
          Section 13(a) or Section 15(d) of the Securities and Exchange Act
          of  1934  (and,  where applicable,  each  filing  of an  employee
          benefit plan's  annual report pursuant  to Section  15(d) of  the
          Securities   Exchange  Act  of  1934)  that  is  incorporated  by
          reference in the  Registration Statement shall be deemed  to be a
          new  Registration  Statement relating  to the  securities offered
          therein, and the  offering of such securities at  that time shall
          be deemed to be the initial bona fide offering thereof.

          <PAGE>
                                      SIGNATURES
                                      SIGNATURES

               Pursuant  to the requirements of the Securities Act of 1933,
          the  Company certifies that it  has reasonable grounds to believe
          that it meets  all of the requirements for filing on Form S-3 and
          has duly caused  this Registration Statement to be  signed on its
          behalf by the undersigned, thereunto duly authorized, in the city
          of Kansas City, Missouri, on the 13th day of November, 1995.

                                   UMB FINANCIAL CORPORATION


                                   By  /s/ R. Crosby Kemper      
                                     ____________________________
                                     R. Crosby Kemper
                                     Chairman of the Board and
                                     Chief Executive Officer

               Pursuant to the requirements of  the Securities Act of 1933,
          this  Registration Statement  has been  signed  by the  following
          persons in the capacities and on the dates indicated.


           SIGNATURE AND NAME          CAPACITY          DATE
           __________________          ________          ____

           /s/R. Crosby Kemper*        Director;
           _________________________
           R. Crosby Kemper, Jr.       Chairman of the
                                       Board; Chief
                                       Executive Officer

           /s/Peter J. Genovese*       Director; Vice
           _________________________
           Peter J. Genovese           Chairman of the
                                       Board














           /s/ Paul D. Bartlett, Jr.*  Director
           __________________________
           Paul D. Bartlett, Jr.

           /s/Thomas E. Beal*          Director
           _________________________
           Thomas E. Beal
           /s/H. Alan Bell*            Director
           _________________________
           H. Alan Bell

                                       Director
           _________________________
           David R. Bradley, Jr.

           /s/Newton A. Campbell*      Director
           _________________________
           Newton A. Campbell
                                       Director
           _________________________
           Thom R. Cooper

           /s/William Terry Fuldner*   Director
           _________________________
           William Terry Fuldner
           /s/ Charles A. Garney*      Director
           _________________________
           Charles A. Garney

           /s/C. N. Hoffman, Jr.*      Director
           _________________________
           C.N. Hoffman, Jr.

           /s/Alexander C. Kemper*     Director
           _________________________
           Alexander C. Kemper
           /s/R. Crosby Kemper, III*   Director
           _________________________
           R. Crosby Kemper, III

           /s/Daniel N. League, Jr.*   Director
           _________________________
           Daniel N. League, Jr.
           /s/ William J. McKenna*     Director
           _________________________
           William J. McKenna

                                       Director
           _________________________
           Roy E. Mayes

           /s/Mary Lynn Oliver*        Director
           _________________________
           Mary Lynn Oliver
                                       Director
           _________________________
           W.L. Orscheln

                                       Director
           _________________________
           Robert W. Plaster
           /s/Alan W. Rolley*          Director
           _________________________
           Alan W. Rolley

                                       Director
           _________________________
           Joseph F. Ruysser

                                       Director
           _________________________
           Thomas D. Sanders
                                       Director
           _________________________
           Herman R. Sutherland














           /s/E. Jack Webster, Jr.*    Director
           _________________________
           E. Jack Webster, Jr.

           /s/Jon Wefald*              Director
           _________________________
           Jon Wefald
           /s/John E. Williams*        Director
           _________________________
           John E. Williams

           /s/Timothy M. Connealy      Chief Financial
           _________________________
           Timothy M. Connealy         Officer

           /s/David D. Miller       
           _________________________
           David D. Miller
           Attorney-in-Fact


          By /s/David D. Miller    As attorney-in fact for the
             __________________
            David D. Miller             above-named officers  and directors
                                        pursuant to powers of attorney duly
                                        executed by such persons
          <PAGE>

                                  INDEX TO EXHIBITS


          EXHIBIT             DESCRIPTION
          _______             ___________

          3.1       The Registrant's Articles of Incorporation, as amended,
                    through  July 12, 1995  are attached hereto  as Exhibit
                    3.1.

          3.2       The Registrant's Bylaws as amended  through January 19,
                    1995 are attached hereto as Exhibit 3.2.

          5         Opinion  regarding the  legality of  the  shares to  be
                    issued   pursuant   to  this   registration   statement
                    (including consent) attached hereto as Exhibit 5.

          8         Opinion   regarding   certain    federal   income   tax
                    consequences of the  Dividend Reinvestment and Employee
                    Direct  Stock  Purchase  (including  consent)  attached
                    hereto as Exhibit 8.

          23        The consent  of Deloitte  & Touche  LLP as  independent
                    public  auditors  for  UMB  Financial  Corporation   is
                    attached hereto as Exhibit 23.

                    The consents  of Watson & Marshall L.C. are included in
                    Exhibits 5 and 8.

          24        Power of Attorney

                    The limited  power of  attorney is  attached hereto  as
                    Exhibit 24.














          