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<SEC-DOCUMENT>0001014108-06-000102.txt : 20060412
<SEC-HEADER>0001014108-06-000102.hdr.sgml : 20060412
<ACCEPTANCE-DATETIME>20060412163314
ACCESSION NUMBER:		0001014108-06-000102
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20051231
FILED AS OF DATE:		20060412
DATE AS OF CHANGE:		20060412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UMB FINANCIAL CORP
		CENTRAL INDEX KEY:			0000101382
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				430903811
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-04887
		FILM NUMBER:		06756262

	BUSINESS ADDRESS:	
		STREET 1:		1010 GRAND AVE
		CITY:			KANSAS CITY
		STATE:			MO
		ZIP:			64106
		BUSINESS PHONE:		8168607000

	MAIL ADDRESS:	
		STREET 1:		1010 GRAND AVE
		CITY:			KANSAS CITY
		STATE:			MO
		ZIP:			64106

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNITED MISSOURI BANCSHARES INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MISSOURI BANCSHARES INC
		DATE OF NAME CHANGE:	19710915
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>umbf-form10ka_7112165.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------
                                   FORM 10-K/A
                                (Amendment No. 1)
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from                         to
                         Commission file number: 0-4887
                            UMB FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)
                     Missouri                       43-0903811
        (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)         Identification No.)

  1010 Grand Boulevard, Kansas City, Missouri          64106
   (Address of principal executive offices)         (ZIP Code)

      (Registrant's telephone number, including area code): (816) 860-7000

        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $1.00 Par Value

                                (Title of class)

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.   X  Yes      No
                                               ---      ---

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.     Yes   X  No
                                                    ---      ---

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   X  Yes      No
                                           ---      ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

     Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).     Yes   X  No
                                            ---      ---

     As of June 30, 2005, the aggregate market value of common stock outstanding
held by nonaffiliates of the registrant was approximately $849,535,488 based on
the NASDAQ closing price of that date.

     Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date.

             Class                      Outstanding at February 28, 2006
 Common Stock, $1.00 Par Value                      21,430,077


<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive Proxy Statement to be delivered to
shareholders in connection with the Annual Meeting of Shareholders to be held on
April 25, 2006, are incorporated by reference into in Part III of this Form 10K.
================================================================================
                                EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 on Form 10-K/A (this "Form
10-K/A") to its Annual Report on Form 10-K for the year ended December 31, 2005,
filed with the Securities and Exchange Commission (the "SEC") on March 15, 2006
(the "Form 10-K"), to correct typographical errors with respect to the execution
dates contained in (i) the Chief Executive Officer's Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 31.1 to the Form
10-K), (ii) the Chief Financial Officer's Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 31.2 to the Form 10-K),
(iii) the Chief Executive Officer's Certification Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
as Exhibit 32.1 to the Form 10-K), and (iv) the Chief Financial Officer's
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.2 to the Form 10-K),
all of which were inadvertently dated March 15, 2005, rather than March 15,
2006.

This Form 10-K/A continues to speak as of the date that the initial Form 10-K
was filed with the SEC, and we have not updated the disclosures herein to
reflect any information or events subsequent to the filing of the initial Form
10-K. Other than revisions to the signature pages as permitted by Rule 12b-15,
the remainder of this Form 10-K/A is unchanged and all subsequent references to
the "Form 10-K" shall refer to the initial Form 10-K, as amended by this Form
10-K/A.


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        UMB FINANCIAL CORPORATION

                                        /s/ J. Mariner Kemper
                                        ---------------------
                                        J. Mariner Kemper
                                        Chairman of the Board

                                        /s/ Michael D. Hagedorn
                                        -----------------------
                                        Michael D. Hagedorn
                                        Chief Financial Officer

Date: April 12, 2006

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>umbf-form10kaex311_7112165.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
                                                                   Exhibit 31.1


         CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

     I, J. Mariner Kemper, certify that:

     1. I have reviewed this report as of December 31, 2005, on Form 10-K of UMB
Financial Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

     a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of Consolidated Financial Statements for external purposes
in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.



     Date: March 15, 2006

     /s/ J. Mariner Kemper
     ---------------------
     J. Mariner Kemper
     Chief Executive Officer


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>umbf-form10kaex312_7112165.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
                                                                   Exhibit 31.2



         CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

     I, Michael D. Hagedorn, certify that:

     1. I have reviewed this report as of December 31, 2005, on Form 10-K of UMB
Financial Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

     a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of Consolidated Financial Statements for external purposes
in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.



     Date: March 15, 2006

     /s/Michael D. Hagedorn
     ----------------------
     Michael D. Hagedorn
     Chief Financial Officer


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>umbf-form10kaex321_7112165.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
                                                                   Exhibit 32.1



     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of UMB Financial Corporation (the
"Company") on Form 10-K for the period ending December 31, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, J.
Mariner Kemper, Chief Executive Officer of the Company, hereby certify, pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

     1)   The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2)   The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.

     Dated: March 15, 2006

     /s/ J. Mariner Kemper
     ---------------------
     J. Mariner Kemper
     Chief Executive Officer






     A signed original of this written statement required by Section 906 has
been provide to UMB Financial Corporation and will be retained by UMB Financial
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>umbf-form10kaex322_7112165.txt
<DESCRIPTION>EXHIBIT 32.2
<TEXT>
                                                                   Exhibit 32.2




     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of UMB Financial Corporation (the
"Company") on Form 10-K for the period ending December 31, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Michael D. Hagedorn, Chief Financial Officer of the Company, hereby certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     3)   The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     4)   The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.

     Dated: March 15, 2006

     /s/ Michael D. Hagedorn
     -----------------------
     Michael D. Hagedorn
     Chief Financial Officer






A signed original of this written statement required by Section 906 has been
provide to UMB Financial Corporation and will be retained by UMB Financial
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.





                                       6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
