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 *
MICHALAK MICHAEL H
  2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [CMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
1717 MAIN STREET, MC 6406
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2012
(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 01/23/2012   F   919 D $ 29.5 27,674 (1) D  
Common Stock 01/24/2012   A   6,500 (2) A $ 0 34,174 (1) 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) $ 63.2             01/21/2003(3) 04/17/2012 Common Stock 7,000   7,000 D  
Employee Stock Option (right to buy) $ 40.32             01/27/2004(3) 04/17/2013 Common Stock 1,500   1,500 D  
Employee Stock Option (right to buy) $ 52.5             01/26/2005(3) 04/16/2014 Common Stock 5,000   5,000 D  
Employee Stock Option (right to buy) $ 54.99             01/25/2006(3) 04/21/2015 Common Stock 5,500   5,500 D  
Employee Stock Option (right to buy) $ 56.47             01/24/2007(3) 02/15/2016 Common Stock 5,000   5,000 D  
Employee Stock Option (right to buy) $ 58.98             01/23/2008(3) 01/23/2017 Common Stock 5,000   5,000 D  
Employee Stock Option (right to buy) $ 37.45             01/22/2009(3) 01/22/2018 Common Stock 7,000   7,000 D  
Employee Stock Option (right to buy) $ 17.32             01/27/2010(3) 01/27/2019 Common Stock 7,000   7,000 D  
Employee Stock Option (right to buy) $ 34.78             01/26/2011(3) 01/26/2020 Common Stock 15,000   15,000 D  
Employee Stock Option (right to buy) $ 39.1             01/25/2012(3) 01/25/2021 Common Stock 8,000   8,000 D  
Employee Stock Option (right to buy) $ 29.6 01/24/2012   A   8,000   01/24/2013(3) 01/24/2022 Common Stock 8,000 $ 0 8,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MICHALAK MICHAEL H
1717 MAIN STREET
MC 6406
DALLAS, TX 75201
      Executive Vice President  

Signatures

 /s/ Jennifer S. Perry, on behalf of Michael H. Michalak through Power of Attorney   01/25/2012
**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) Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of January 23, 2012.
(2) Shares of restricted stock awarded under issuer's Long-Term Incentive Plan.
(3) The options vest in four equal annual installments beginning on the date indicated in this column.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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