<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>eoproxy.txt
<DESCRIPTION>TOWER PROPERTIES PROXY
<TEXT>

<PAGE> 1
TOWER PROPERTIES COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 11, 2001

The annual meeting of the stockholders of Tower Properties Company will
be held in Suite 1215 in the Commerce Tower, 911 Main Street, Kansas City,
Missouri, on April 11, 2001 at ten o'clock a.m., Kansas City Time, for the
following purposes:

1. To elect two members of the Board of Directors to serve until the
annual stockholders meeting in 2004.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of Business on February 20,
2001 as the time for which the stockholders of Tower Properties Company
entitled to notice and to vote at the meeting shall be determined.

By Order of the Board of Directors
ROBERT C. HARVEY, III
Secretary

March 6, 2001

It is important that your stock be represented at the meeting. You are
urged to date, sign and return the enclosed proxy promptly.

<PAGE>
<PAGE> 2

PROXY STATEMENT
TOWER PROPERTIES COMPANY
ANNUAL MEETING APRIL 11, 2001

SOLICITATION:

This proxy statement is furnished in connection with the solicitation
by the Board of Directors of Tower Properties Company (the "Company"),
Suite 100, Commerce Tower, 911 Main Street, Kansas City, Missouri 64105,
of proxies to be used at the annual meeting of stockholders of the Company
to be held April 11, 2001. The cost of solicitation of proxies will be
borne by the Company. In addition to solicitation by mail, proxies may
be solicited personally or by telephone or telegram by employees of the
Company, and brokerage houses, the Company's transfer agent and other
custodians, nominees and fiduciaries may be requested to forward soliciting
material to their principals and the Company will reimburse them for the
expense of doing so.

This proxy statement and accompanying proxy will first be sent to
stockholders on or about March 6, 2001. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before it
is exercised.

Tower Properties Company was incorporated in the State of Missouri on
September 29, 1989, as Tower Acquisition Corp. It was formed pursuant to
an Agreement and Plan of Merger dated August 7, 1989 ("Agreement"), between
Commerce Bancshares, Inc. ("Bancshares") and the former Tower Properties
Company ("Old Tower"). Old Tower was merged with Bancshares, and the
corporate name of Acquisition was changed to Tower Properties Company
("Company").

VOTING SECURITIES:

Only stockholders at the close of business on February 20, 2001 are
entitled to vote at the meeting, and at the close of business on said date
there were outstanding 179,932 shares of common stock of the Company. Each
holder of common stock is entitled to one vote per share upon all matters
and one vote for each director position to be filled. Cumulative voting
is not permitted. In the election of directors and on all other matters
presented for stockholder vote, abstentions and broker non-votes will be
treated as shares present for purposes of determining the presence of a
quorum. The affirmative vote of a majority of the shares present at the
meeting in person or proxy is required to elect a nominee as a director and
shares not voted for a nominee (whether by abstention, broker non-votes or
otherwise) will not count as affirmative votes and will have the same effect
as votes against such nominee.

<PAGE>
<PAGE> 3

ACTION TO BE TAKEN UNDER THE PROXY:

The person acting under the accompanying proxy will vote for the election
of the nominees for directors, unless the stockholder indicates differently
on the proxy. The person acting under said proxies will cast one vote for
each share of stock of Company owned by the stockholder for the election of
each director whose name is not stricken from the proxy. Should any nominee
named herein for the office of director become unable or unwilling to accept
nomination or election, it is intended that the persons acting under the
proxy will vote for the election in his stead, of such other person as the
management of the Company may recommend. Each nominee has indicated his
willingness to serve, if elected, and it is not anticipated that any nominee
will be unable or unwilling to serve if elected to office. The affirmative
vote of a majority of the shares represented at the meeting in person or by
proxy shall be necessary to elect each director to be elected at the meeting.

ELECTION OF DIRECTORS

The Board of Directors consists of five (5) persons. There is one (1)
"Class I" director who serves until the annual stockholders meeting in 2002;
two (2) "Class II" directors who serve until 2003; and two (2) "Class III"
directors who serve until 2001. At each annual meeting of stockholders, the
directors constituting one class are elected for a three year term.

Two (2) "Class III" directors will be elected at the 2001 annual meeting
and it is intended that shares represented by proxy will, unless contrary
instructions are given, be voted in favor of the election of the nominees
hereafter named. The proxies cannot be voted for a greater number of
persons than the nominees named.

Should a director be unable to serve his full term, the by-laws provide
that the remaining directors then in office, by a majority vote, may elect
a successor to serve the unexpired portion of the term of the director
whose position shall be vacated.

<PAGE>
<PAGE> 4

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
POSITION WITH SERVED AS DURING PAST FIVE YEARS
COMPANY DIRECTOR SINCE & OTHER DIRECTORSHIPS
------- -------------- ---------------------

The following are nominees for election:

Class III directors to serve until annual meeting in 2004.

<S> <C> <C>
Thomas R. Willard July 15, 1997 President of the Company since
46 July 1997. Joined Company in
June of 1997. President of
Bliss Associates, Inc., a real
estate appraisal firm, prior
thereto.

Jonathan M. Kemper October 24, 1989 Commerce Bank 1982 to
47 present. Vice-Chairman since
January 1995. President from
December 1985 to January 1995.
Vice Chairman of Commerce
Bancshares since November 1991.
Jonathan M. Kemper is the son
of James M. Kemper, Jr. and the
brother of David W. Kemper. He
is a director of Commerce Bank
and Commerce Bancshares.

<PAGE>
<PAGE> 5

The following directors of the Company will continue after the 2001 annual
meeting:

Class I director to serve until annual meeting in 2002.

James M. Kemper, Jr. October 24, 1989 Chairman of the Company and past
79 (Director of Old president. Mr. Kemper was a
Tower from 1/23/58 director of Commerce Bancshares
to 1/90) until April 16, 1997. James M.
Kemper, Jr. is the father of
Jonathan M. Kemper and David W.
Kemper.

Class II director to serve until annual meeting in 2003.

David W. Kemper October 24, 1989 President and Director
50 of Commerce Bancshares
since 1982. Chairman,
President and CEO of
Commerce Bancshares
since November 1991.
Chairman, President and
CEO of Commerce Bank, N.A.
since December of 1997.
Chairman and CEO of Commerce
Bank, St. Louis, 1986-1997.
Director of Ralcorp Hold-
ings. David W. Kemper is
the son of James M. Kemper,
Jr. and brother of
Jonathan M. Kemper.

Brian D. Everist October 24, 1989 President of Intercontinental
50 Engineering - Manufacturing
Corp. - heavy manufacturing
since May 1987.
</TABLE>

<PAGE>
<PAGE> 6

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
---------------------------------------------------------------

The following sets out the ownership of those stockholders beneficially
owning more than 5% of the outstanding common stock of the Company as of
February 20, 2001.

TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF OF OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
--------------------------------------------------------------------------

<S> <C> <C> <C>
Common Commerce Bank (1) 23,678 (1a) 17.36%
as Fiduciary, 7,551 (1b)
922 Walnut
Kansas City, MO

The following stock ownership pertains to the directors and officers as
of February 20, 2001:

Common James M. Kemper, Jr. (2) 27,120 15.07%
David W. Kemper (3) 29,183 16.22%
Jonathan M. Kemper (4) 27,477 15.27%
Brian D. Everist 594 .33%
All directors and officers 84,374 49.89%
as a group (9 persons)

Footnotes:

<FN>
(1) All stock registered in the name of Commerce Bank is held in a
representative capacity, and Commerce Bank has no beneficial ownership.
Shares reflected under Commerce Bank do not include 51,231 shares in
which Commerce Bank in a representative capacity has some voting or
investment authority if the same shares are reflected as beneficially
owned by James M. Kemper, Jr., David W. Kemper or Jonathan M. Kemper.

(1a) Commerce Bank has sole voting and sole investment authority.
(1b) Commerce Bank has shared voting and shared investment authority.

(2) Includes 19,050 shares in trusts under which James M. Kemper, Jr. is
co-trustee but has no equitable ownership. Of such shares, he has
shared voting and shared investment authority over 13,903 shares and
sole voting and sole investment authority over 5,147 shares. Includes
324 shares in a foundation in which Mr. Kemper has voting and
investment authority.

(3) Includes 1,316 shares in trusts under which David W. Kemper is
co-trustee with shared voting and investment authority, but no
equitable ownership, and includes 8,184 shares in custodial accounts
over which David W. Kemper has investment power, but no voting or
equitable ownership. Does not include 12,446 shares in trust for
benefit of Jonathan M. Kemper, over which Jonathan M. Kemper has sole
investment authority and Jonathan M. Kemper and David W. Kemper have
shared voting authority. These shares are included in shares
beneficially owned by Jonathan M. Kemper. Does not include shares in
trust for James M. Kemper, Jr. in which David W. Kemper is co-trustee
with no voting or investment authority. These shares are included as
shares beneficially owned by James M. Kemper, Jr. Does not include
1,568 shares owned beneficially by his wife.

(4) Includes 14,495 shares in trusts under which Jonathan M. Kemper is
co-trustee with shared voting and investment authority but no equitable
ownership. Does not include 19,683 shares in trust for benefit of
David W. Kemper over which David W. Kemper has sole investment
authority and David W. Kemper and Jonathan M. Kemper have shared voting
authority. These shares are included as shares beneficially owned by
David W. Kemper. Does not include 1,568 shares owned beneficially
by his wife.

</FN>
</TABLE>

<PAGE>
<PAGE> 7

EXECUTIVE OFFICERS

Served as Business Exp.
Name and age Position Officer Since Past 5 Years
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
James M. Kemper, Jr. Chairman of Board October 24, 1989 Chairman of Board
79 (Officer of Old and past Presi-
Tower from 2/58 dent of Company.
to 1/90)

Thomas R. Willard President July 15, 1997 President of Com-
46 pany since June
1997 - Officer
since July
1997. Prior
thereto, Presi-
dent of Bliss
Associates Inc.

Robert C. Harvey, III Vice President/ October 29, 1998 Employee of Com-
39 Secretary January 19, 1999 pany since May,
1998 - officer
since October,
1998. Previously
Curry Investment
Company 4/95 to
2/96, Van Meter
Knitware, Inc.,
2/96 to 4/97,
Uhlman Company,
4/97 to 5/98.

Margaret V. Allinder Vice President/ October 29, 1998 Employee of Com-
48 Asst. Secretary pany since 1971.
Assistant
Secretary since
1997.

E. Gibson Kerr Vice President January 19, 1999 Employee of Com-
37 pany since Nov-
ember of 1997.
Officer since
January of 1999.
Prior to join-
ing Company,
principal with
Colliers Turley
Martin (1992-
1997.

Daniel R. Ellerman Vice President November 2, 1999 Employee of Com-
61 pany since July
of 1987.
Officer since
November 1999.
</TABLE>

<PAGE>
<PAGE> 8

<TABLE>
SUMMARY COMPENSATION TABLE

<CAPTION>
Long Term Compensation
Annual Number of Stock All Other
Name and Compensation Options Compen-
Principal Position Year /Salary Bonus Granted sation(1)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James M. Kemper, Jr. 2000 $ 50,000 0 2,000 $1,200
Chairman and CEO 1999 91,663 0 2,000 0
1998 100,000 0 5,000 0

Thomas R. Willard 2000 153,619 $15,000 0 3,675
President 1999 156,157 (2) 15,000 0 1,437
1998 117,500 10,000 0 1,137

Robert C. Harvey, III 2000 81,987 2,500 0 1,578
Vice President/Secretary 1999 74,630 2,500 0 302
1998 45,450 (3) 0 0 0

E. Gibson Kerr 2000 143,147 0 0 2,490
Vice President 1999 156,339 0 0 1,173
1998 109,538 0 0 89

<FN>
(1) Amounts paid or accrued under the Company's 401(K) Plan
(2) Includes 1998 bonus paid in 1999.
(3) From May, 1998 to December 31, 1998.
</FN>
</TABLE>

<PAGE>
<PAGE> 9

OPTION GRANTS IN CALENDAR YEAR 2000

The following table sets forth information regarding each stock option
granted during calendar year 2000 to the one individual named in the Summary
Compensation Table to whom a stock option was granted.

Number of Percent of Total
Shares Options
Underlying Granted to
Options Employees Exercise
Granted in fiscal Price Expiration
Name (1) Year ($)/Share Date
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 2,000 100% $156.00 11/01/05

<FN>
(1) This option was granted on October 25, 2000, and was exercisable in
full beginning on the date of grant.
</FN>

AGGREGATED OPTION EXERCISES DURING CALENDAR YEAR 2000
AND OPTION VALUES ON DECEMBER 31, 2000

Number of Value of
Shares Unexercised
Underlying In-The-Money
Unexercised Options at
Number of Options at 12/31/00
Shares 12/31/00 Fiscal Year-End
Acquired On Value Exercisable/ Exercisable/
Name(1) Exercise Realized Unexercisable Unexercisable
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 2,000 0 0 0

<FN>
(1) No executive officer held stock options at any time during 2000 other
than James M. Kemper, Jr.
</FN>
</TABLE>

<PAGE>
<PAGE> 10

COMPENSATION PLANS
PENSION PLAN

The Company maintained a pension plan until October 31, 1999, at which
date, the pension plan was terminated. The employees covered by the plan
received a distribution of their accrued benefits. The directors and
officers covered by the plan received distribution of accrued benefits as
follows:

James M. Kemper, Jr. $19,000
Thomas R. Willard 19,687
Robert C. Harvey, III 3,683
Margaret V. Allinder 36,380
E. Gibson Kerr 5,807
Daniel R. Ellerman 20,154

401K PLAN

The Company has adopted a 401K Plan. Under the plan, all full time
employees who have been employed for 1 year (1,000 hours) and have attained
21 years of age are eligible. Eligible employees may elect to contribute to
the plan up to 13.5% of the employee's compensation, but not to exceed
$10,500.00 annually.

The Company will match the employee contribution at the rate of 25% of
the employee contribution, provided that the Company will make no matching
contribution on the amount of the employee contribution which is in excess of
6% of the employee compensation.

In 2000, the Company made a discretionary contribution of $1,200 for each
eligible employee.

<PAGE>
<PAGE> 11

Participants are 100% vested in their contribution at all times. Vesting
in Company contribution accrues at the rate of 20% per year, provided that
the employee is fully vested at death, disability, attaining age 65 or
termination of plan. Participants may self-direct investments in funds
controlled by the trustee. Taxes on contributions and earnings are deferred.

Withdrawal of vested Company contributions may occur when participant's
employment terminates or when participant retires, retires due to disability,

dies or incurs a hardship and when participant reaches 59 1/2 years of age
(provided participant is fully vested).

During the year ending December 31, 2000, the Company's matching
contributions under the plan on behalf of Mr. Kemper were $1,200; on behalf
of Mr. Willard were $3,675; on behalf of Mr. Harvey were $1,578; on behalf of
Ms. Allinder were $2,034; on behalf of Mr. Kerr were $2,490; on behalf of Mr.
Ellerman were $1,152; and on behalf of all present executive officers of
Company as a group were $13,408.

STOCK PURCHASE PLAN

Effective July 1, 1990, the Company adopted a Stock Purchase Plan for
non-employee directors. The Plan permits the non-employee directors to elect
to have their director fees retained by the Company in a special account.
The Company will annually add to the special accounts 25% of the amount
contributed by each participating director. Semi-annually, the funds in each
participant's account shall be used to purchase common stock of the Company
at the last known sale price and the stock shall be distributed to
participants. For the calendar year ending December 31, 2000, the amounts
contributed to each non-employee director's special account and the stock
subsequently acquired by each such director is as follows:

Amount Shares
Director Contributed Company 25% Acquired

David W. Kemper $3,750 $ 937.50 30
Jonathan M. Kemper 3,750 937.50 29
Brian D. Everist 3,750 937.50 30

Each non-employee director elected to participate in the Stock Purchase
Plan effective July 1, 1990 and received Company stock in lieu of the
compensation as set forth above.

<PAGE>
<PAGE> 12

TRANSACTIONS

James M. Kemper, Jr., David W. Kemper and Jonathan M. Kemper beneficially
own approximately 8.0% of Commerce Bancshares, Inc., parent of Commerce Bank.
David W. Kemper is Chairman of the Board and President of Commerce
Bancshares, Inc. and Commerce Bank. Jonathan M. Kemper is Director and Vice
Chairman of the Board of Commerce Bank and of Commerce Bancshares, Inc.

During 2000, the Company performed construction work for Commerce Bank,
and the Company leased office space, parking space and lots to Commerce Bank.
For the year 2000, the Company received rents, utility charge reimbursement
and construction payments from Commerce Bank of $5,222,009. Of this amount,
$3,550,058 constituted direct reimbursement for payroll expenses and payment
to construction vendors. The Company provided steam, commercial office
building management, parking, parking facility management and services to
CB Building Corp.(owned by Commerce Bank N.A. Kansas City) and Delaware
Redevelopment Corp. (owned by Commerce Bancshares, Inc.). For said services,
the Company received $834,392 during the year 2000. Each of the services
provided by the Company and the amount of payment was the result of arms
length negotiations.

The Company has a line of credit of $25,000,000 with Commerce Bank. The
line of credit has been used primarily to complete repairs of the 811 Main
garage, the modernization of the 811 Main office building's elevators and the
replacement of the building's chillers and the purchase of the Woodlands
Plaza I commercial office building. In addition, the line of credit has been
used to fund letters of credit on Hillsborough Apartments ($65,000) and Real
Estate Bond Issue ($6,656,000). The balance of the line of credit as of
February 20, 2001, was $2,904,000.

<PAGE>
<PAGE> 13

ACCOUNTING INFORMATION

KPMG LLP, independent public accountants, were employed by Company as
accountants and auditors effective May 15, 2000. For more than two years
prior to May 15, 2000, Arthur Anderson LLP had served as accountants and
auditors to the Company. The Company, upon the recommendation of the Board
of Directors, selected KPMG LLP to perform accounting and audit services
because KPMG LLP submitted the most favorable bid.

The Arthur Anderson LLP audit reports for 1998 and 1999 did not contain
an adverse opinion or disclaimer of opinion, nor were such reports qualified
or modified as to uncertainty, audit scope, or accounting principles.
Further, there were no disagreements between the Company and the independent
accountants on accounting principles or practices, financial statement
disclosures, or audit scope or procedures, which if not resolved to the
satisfaction of the independent accountants would have caused them to make
reference to the subject matter of the disagreements in connection with their
reports on the financial statements for such years.

A representative to KPMG LLP will be available to make statements
concerning the audit and to answer any questions presented from the floor.
KPMG LLP has performed the 2000 audit for the Company and has been selected
as the Company's independent public accountant for 200l.

DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2002 annual meeting
must be received at the Company's office, Suite 100, Commerce Tower, Kansas
City, Missouri 64105, not later than November 6, 2001, to be included in the
proxy statement and on the proxy form.

OTHER MATTERS

The Board of Directors has no standing audit, or nominating committees or
committees performing similar functions. During the past fiscal year the
Company held three regular and no special Board of Directors meetings. Each
director, except for salaried officers, was entitled to $250.00 for each
meeting attended, plus $3,000.00 annually.

The Company will furnish to any person who was a stockholder on February
20, 2001 (without charge) a copy of the Annual Report on Form 10-K, including
the financial statements and schedules thereto, required to be filed with the
Securities and Exchange Commission upon such person's written request for the
same, which request must contain a good faith representation that, as of
February 20, 2001 such person was a beneficial owner of securities entitled
to vote at such meeting. The request should be directed to Mr. Robert C.
Harvey, III, Secretary, Tower Properties Company, Suite 100, 911 Main Street,
Kansas City, Missouri 64105.

<PAGE>
<PAGE> 14

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The management does not know of any matter of business to come before the
meeting other than that referred to in the notice of meeting, but it is
intended that as to any such other matter of business, the person named in
the accompanying proxy will vote said proxy in accordance with the judgment
of the persons or persons voting the same.

By Order of the Board of Directors
ROBERT C. HARVEY, III
Secretary

March 6, 2001

<PAGE> 15

TOWER PROPERTIES COMPANY
100 Commerce Tower, 911 Main Street
Kansas City, Missouri 64105

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints James M. Kemper, Jr., Thomas R. Willard, and
Robert C. Harvey, III, or any one of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote,
as designated below, all the shares of common stock of Tower Properties Company
held of record by the undersigned on February 20, 2001 at the annual meeting
of stockholders to be held on April 11, 2001 or any adjournment thereof.

1. / / ELECTION OF DIRECTORS / / WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed below

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Jonathan M. Kemper and Thomas R. Willard

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. The proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

DATED: -------------------------------, 2001.

--------------------------------------------
Signature

--------------------------------------------
Signature if held jointly

--------------------------------------------
PLEASE MARK, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
--------------------------------------------

</TEXT>
</DOCUMENT>