Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BABB RALPH W JR
   2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [CMA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
COMERICA INCORPORATED, 1717 MAIN STREET, MC 6400		 3. Date of Earliest Transaction (Month/Day/Year)
02/23/2016
(Street)

DALLAS, TX 75201		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/23/2016   A   14,055 (1) A $ 0 605,504 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 58.98             01/23/2008(3) 01/23/2017 Common Stock 100,000   100,000 D  
Employee Stock Option (right to buy) $ 37.45             01/22/2009(3) 01/22/2018 Common Stock 100,000   100,000 D  
Employee Stock Option (right to buy) $ 17.32             01/27/2010(3) 01/27/2019 Common Stock 83,600   83,600 D  
Employee Stock Option (right to buy) $ 39.16             07/27/2011(3) 07/27/2020 Common Stock 61,500   61,500 D  
Employee Stock Option (right to buy) $ 39.1             01/25/2012(3) 01/25/2021 Common Stock 115,300   115,300 D  
Employee Stock Option (right to buy) $ 29.6             01/24/2013(3) 01/24/2022 Common Stock 121,400   121,400 D  
Employee Stock Option (right to buy) $ 33.79             01/22/2014(3) 01/22/2023 Common Stock 34,700   34,700 D  
Employee Stock Option (right to buy) $ 49.51             01/21/2015(3) 01/21/2024 Common Stock 27,863   27,863 D  
Employee Stock Option (right to buy) $ 42.32             01/27/2016(3) 01/27/2025 Common Stock 31,495   31,495 D  
Employee Stock Option (right to buy) $ 32.97             01/26/2017(3) 01/26/2026 Common Stock 36,145   36,145 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BABB RALPH W JR
COMERICA INCORPORATED
1717 MAIN STREET, MC 6400
DALLAS, TX 75201		   X     Chairman & CEO  

Signatures

 /s/ Jennifer S. Perry, on behalf of Ralph W. Babb, Jr. through Power of Attorney   02/25/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 22, 2013, a "target" award of 93,700 performance restricted stock units (PRSUs) was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The PRSUs are settled in stock, with accrued dividend equivalents paid out annually in cash, and vest in one installment at the end of a 3-year performance period. If, during any year in such performance period, Comerica falls below the Tier 1 Capital Threshold defined by the Federal Reserve for well capitalized banks, 15% of the target award will be forfeited, with a maximum reduction of 45%. Previously, Comerica's Governance, Compensation and Nominating Committee certified that performance was achieved for the 2013 and 2014 fiscal years. On February 23, 2016 the Committee certified that performance was achieved for the 2015 fiscal year. The number of PRSUs reported in this Form 4 represents the additional portion of the award that is not subject to reduction due to the achievement of the 2015 performance results.
(2) Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of February 23, 2016.
(3) The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

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