<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

[ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996.
                                       OR
[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [NO FEE REQUIRED].
For the transition period from           to           .
                              -----------   ----------
Commission file number 1-11791

                      COMMERCIAL BANCSHARES, INCORPORATED
                      -----------------------------------
             (Exact name of registrant as specified in its charter)

        West Virginia                                  55-0622108
        -------------                                  ---------- 
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

     415 Market Street
 Parkersburg, West Virginia                               26101
---------------------------                               -----
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (304) 424-0300
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act: 

          Title of each class          Name of each exchange on which registered
          -------------------          -----------------------------------------
Common Stock, Par Value $5.00 per share          American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None


  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.   Yes X . No    .
                                               ---     --- 

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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.[  ]

  The aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the closing sale price on the American Stock Exchange on
March 24, 1997,:  Common Stock, $5.00 par value -$47,135,576
                  ------------------------------------------

The number of shares outstanding of each of the registrant's classes of common
stock as of March 24, 1997:  Common Stock, $5.00 par value - 1,616,187 shares
                             ------------------------------------------------

DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the proxy statement for the annual shareholders meeting to be
     held May 14, 1997 are incorporated by reference into Part III.


                                    Page 1
<PAGE>
 
PART I
------

Item 1.    BUSINESS

     Commercial BancShares, Incorporated may also be referred to herein as
"Commercial".  The subsidiaries may be referred to as follows: Commercial
Banking and Trust Company as "CB&T", Jackson County Bank as "Jackson", Farmers
and Merchants Bank of Ritchie County as "F&M", The Dime Bank as "Dime", Union
Bank of Tyler County as "Union", The Community Bank as "Community", the Bank of
Paden City as "Paden City", and Hometown Insurance Agency, Inc., as "Hometown
Insurance".

                      Commercial BancShares, Incorporated
     The management of Commercial Banking and Trust Company of Parkersburg, West
Virginia, caused Commercial BancShares, Incorporated to be formed in 1982 to
provide greater flexibility in meeting CB&T's capital requirements and to permit
future acquisition and ownership of bank-related businesses and the pursuit of
other bank-related activities not permitted CB&T under applicable law.  On
October 28, 1983, the shareholders of CB&T became shareholders of Commercial and
CB&T became a wholly-owned subsidiary of Commercial BancShares, Incorporated.
     On January 29, 1985, shareholders of Jackson County Bank, Ravenswood, West
Virginia approved an agreement and plan of merger pursuant to which Jackson
would merge into a wholly-owned subsidiary of Commercial and thereby become a
wholly-owned subsidiary of Commercial.  The transaction was finalized March 1,
1985.
     On May 15, 1987, shareholders of Farmers and Merchants Bank of Ritchie
County (formerly Farmers and Merchants Bank of Cairo), Harrisville, West
Virginia, approved an agreement and plan of merger pursuant to which F&M would
merge into a wholly-owned subsidiary of Commercial and thereby become a wholly-
owned subsidiary of Commercial.  The transaction was finalized November 30,
1987.
     On March 21, 1991, shareholders of The Dime Bank, Marietta, Ohio approved
an agreement and plan of merger pursuant to which Dime would merge into a
wholly-owned subsidiary of Commercial and thereby become a wholly-owned
subsidiary of Commercial.  The transaction was finalized February 28, 1992.
     On June 7, 1994, shareholders of Hometown Bancshares, Inc., ("Hometown")
approved an agreement and plan of merger pursuant to which Hometown would merge
with Commercial.  Commercial would be the surviving corporation and the former
subsidiaries of Hometown (Union, Community, Paden City and Hometown Insurance)
would become wholly-owned subsidiaries of Commercial.  The transaction was
finalized August 1, 1994.

                      Commercial Banking and Trust Company
     CB&T was chartered as a West Virginia Banking Corporation on August 18,
1903, and opened its doors on the corner of Third Street and Court Square,
Parkersburg, West Virginia.  CB&T remained in its original location until
January, 1916, when it acquired the assets of the Parkersburg Banking and Trust
Company and moved to its present location at 415 Market Street, Parkersburg,
West Virginia.  On December 10, 1984 it opened a branch in Mineral Wells, West
Virginia.  On September 29, 1986 a second branch was opened on Grand Central
Avenue in Vienna, West Virginia.  It was enlarged and remodeled extensively
during 1995.  A third branch was opened at 2107 Pike Street, Parkersburg, West
Virginia on May 8, 1989.  In 1996, the West Virginia Division of Banking
authorized CB&T to open a branch on West Virginia State Route 47 near West
Virginia University--Parkersburg.  Construction on that facility has not been
started.
     CB&T provides a complete range of financial services to both retail and
commercial customers.  Additionally, CB&T has full trust powers and provides a
wide variety of those services to individuals, corporations, foundations and
others.

                              Jackson County Bank
     Jackson County Bank was chartered as a West Virginia Banking Corporation on
April 1, 1899, and was originally located on Walnut Street in Ravenswood, West
Virginia.  In 1958 the present quarters on Wall Street were first occupied.

                                       2
<PAGE>
 
     As the only full-service commercial bank headquartered in Ravenswood,
Jackson provides a complete range of retail banking services to the community's
individuals and businesses.  Jackson does not provide trust or correspondent
banking services.

                  Farmers and Merchants Bank of Ritchie County
     F&M was incorporated in 1941 as a West Virginia Banking Corporation with
the name "Farmers and Merchants Bank of Cairo" and was located in Cairo, West
Virginia.  In 1984 offices were rented at 1500 East Main Street in Harrisville,
West Virginia, to serve as a branch location.  In 1985, the main offices of F&M
were moved from Cairo to the Harrisville location, and the Cairo office
continued as a branch facility.  The Harrisville offices were purchased by F&M
in 1987.
     F&M is the smaller of two banks in Harrisville, the county seat of Ritchie
County.  It offers services normally offered by a full-service commercial bank,
including all types of deposit accounts and loans.  It does not offer trust
services or correspondent banking services.

                                 The Dime Bank
     The Dime Savings Society of Marietta, Ohio, was converted to a commercial
bank, The Dime Bank, on May 1, 1972.  At that time, The Dime Savings Society of
Marietta had moved from the former Dime Savings Society Building at the corner
of Front and Greene Streets to the corner of Second and Putnam Streets in
Marietta.  On April 1, 1982, The Dime Bank of Ross County, N.A. was merged into
The Dime Bank.  On December 31, 1983, The Dime Bank sold its branch in Ross
County, formerly The Dime Bank of Ross County, N.A., to Kingston National Bank.
On March 31, 1986, a group of forty-two investors purchased one hundred percent
of the stock of The Dime Bank from American Bancorporation of Wheeling, West
Virginia.
     The main offices of The Dime Bank have remained at the Second and Putnam
location since May 1, 1972.  In June of 1974, The Dime Bank established a branch
at Second and Butler Streets in Marietta, Ohio.  In February of 1981, Dime
established a branch in Devola, on State Route 60.  A branch in Barlow, Ohio, at
the intersection of State Routes 339 and 501 was opened in November, 1995.
     Dime is a State of Ohio bank and a member of the Federal Reserve System.
Its main operations are conducted at its offices at 200 Putnam Street in
Marietta, Ohio, with drive-in banking services at each of the two branches.
Dime provides services normally offered by a full-service commercial bank, but
does not offer trust services and is not active in correspondent banking
services.

                           Union Bank of Tyler County
     Union was organized and chartered under the laws of the State of West
Virginia as "Tyler County Bank" on February 18, 1947.  The bank has been at its
present location at the corner of Fair and Dodd Streets in Middlebourne, West
Virginia, since 1977.  On January 1, 1984, the bank merged with Union National
Bank of Sistersville and was rechartered under the name "Union Bank of Tyler
County".  Its main office remains in Middlebourne and the Sistersville branch is
the former main office of the merged Union National Bank.  Union operates as a
full-service bank in both Middlebourne and Sistersville, offering a wide range
of financial services to retail and commercial customers, including trust
services.

                               The Community Bank
     Community was organized and chartered as a West Virginia banking
corporation on September 30, 1936.  It is located at 112 Collins Avenue,
Pennsboro, West Virginia and operates a drive-through facility on Masonic
Avenue, also in Pennsboro.  A new branch is under construction in Ellenboro,
West Virginia.  Community offers a wide range of financial services to retail
and commercial customers in its local area, although it does not offer trust or
correspondent banking services.

                               Bank of Paden City
     Paden City was organized and chartered under the laws of the State of West
Virginia on May 14, 1976.  Its principal office is located at 4th and Main
Streets in Paden City, West Virginia.  In December, 1984, Paden City opened a
full-service branch on State Route 2 in New Martinsville, West Virginia,
referred to as the Steelton Financial Center.  Paden City offers the wide range
of services usually offered by a full-service commercial bank, but it does not
offer trust or correspondent banking services.

                                       3
<PAGE>
 
                        Hometown Insurance Agency, Inc.
     Hometown Insurance is a wholly-owned subsidiary corporation chartered under
the laws of West Virginia on June 21, 1989.  The agency was historically
operated through July 31, 1993, under provisions of the Federal Reserve Board's
Regulation Y, allowing a bank holding company to operate an insurance agency in
a place with a population of 5,000 or less.  The insurance agency is presently
inactive, conducts no business and has no employees.  The charter exists to
preserve the name.

                                   Employees
     As of December 31, 1996, Commercial and its subsidiaries had 223 full-time
equivalent employees.

                                  Competition
     The primary market area of Commercial and its subsidiaries includes Wood,
Wirt, Jackson, Tyler, Wetzel and Ritchie Counties in West Virginia, and
Washington County, Ohio, with a secondary market area including Pleasants and
Wirt Counties in West Virginia and Monroe, Noble, Meigs, Morgan and Athens
Counties in Ohio.
     As of June 30, 1996, the most recent date for which branch data is
available, there were seven banks with 22 locations in Wood County.  They
reported total deposits of $927,847,000 in the county.  CB&T ranked second among
the banks with 16.73% of the total bank deposits.  In addition there was one
savings bank office located in the county and 13 federal credit unions.  Total
deposits of all institutions in the county were reported at $1,164,914,000.
CB&T ranked second among all institutions with 13.32% of the total deposits.
     Community is second largest and F&M is the third largest of the five banks
with offices in Ritchie County.  Community has 21.61% and F&M  has 17.25% of the
$82,719,000 in bank deposits in the county.  There are no non-bank financial
institutions in Ritchie County.  The two subsidiaries of Commercial combined
held 38.86% of the total deposits for the county.
     Five banks had 8 offices located in Jackson County on June 30, 1996, with
total bank deposits of $266,135,000.  Jackson ranked fourth among the banks,
with 19.66% of the bank deposits.  In addition to the banks, there is one
savings and loan association and one federal credit union located in Jackson
County, and total deposits for all financial institutions totaled $287,796,000
at June 30.  Jackson ranked fourth among all institutions with 18.18% of the
total deposits.
     The principal market area of both Union and Paden City is the Tyler County
and Wetzel County, West Virginia, market.  The banking business in the
Tyler/Wetzel County market area is highly competitive.  As of June 30, 1996,
Union was the third largest of the seven commercial banks with offices in Tyler
and Wetzel County, and its deposits were approximately 16.07% of that total two-
county commercial bank market.  Paden City's deposits were 14.05% of the market,
and it was the fourth largest bank.  Combined, the two subsidiaries of
Commercial held 30.13% of the total commercial bank deposits in the Tyler/Wetzel
County market.  Three thrift institutions and two federal credit unions also
operate in the market, and combined deposits of all institutions amounted to
$355,806,000 as of June 30, 1996.  Union and Paden City held 17.53% of all
deposits for the market.
     As of June 30, 1995, there were nine banks located in Washington County
with total deposits of $743,693,000.  The Dime Bank is the fifth largest of the
nine and holds 5.2% of the total bank deposits.  The nine banks operate at
nineteen offices within Washington County.  In addition to the commercial banks,
there are two savings and loan associations located in Washington County.  The
Dime Bank is the sixth largest financial institution and held 4.46% of all
deposits in the county.
     The comparisons made above are not indicative of the highly competitive
nature of the financial services industry, where many of the providers are less
regulated and are not subject to the same public reporting requirements as banks
or bank holding companies.  Commercial's banks also compete with other financial
service providers such as  money market and other mutual funds, finance
companies, and a variety of financial service and advisory companies, including
those marketed by direct mail.  In addition, personal and corporate trust and
investment services are offered by insurance companies, investment counseling
firms and other business firms and individuals.  Despite this high level of
competition for deposits, loans and services from several sources, Commercial's
banks continue to attract customers who seek personal service provided by local
residents at convenient locations.

                                       4
<PAGE>
 
                           Supervision and Regulation
     Commercial is a bank holding company within the meaning of the Bank Holding
Company Act of 1956 (the "Act") and is registered as such with the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board").  As a
bank holding company, Commercial is required to file with the Federal Reserve
Board an annual report and such other information as may be required.  The
Federal Reserve Board has the authority (which it has not exercised) to regulate
provisions of certain bank holding company debt.
     The Act requires every bank holding company to obtain prior approval of the
Federal Reserve Board before acquiring substantially all the assets of or direct
or indirect ownership or control of more than 5% of the voting shares of any
bank which is not already majority-owned.  The Act also prohibits a bank holding
company, with certain exceptions, from itself engaging in or acquiring direct or
indirect control of more than 5% of the voting shares of any company engaged in
non-banking activities.  One of the principal exceptions to these prohibitions
is for engaging in or acquiring shares of a company engaged in activities found
by the Federal Reserve Board by order or regulation to be so closely related to
banking or managing banks as to be a proper incident thereto.  The Act prohibits
the acquisition by a bank holding company of more than 5% of the outstanding
voting shares of a bank located outside the state in which the operations of its
banking subsidiaries are principally conducted, unless such an acquisition is
specifically authorized by statute of the state in which the bank to be acquired
is located.  Under Section 106 of the 1970 amendments to the Act and regulations
of the Federal Reserve Board, a bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit or provision of any property or services.
     CB&T, Jackson, F&M, Union, Community, Paden City and Dime are insured banks
organized under the banking laws of the states in which they are headquartered.
Accordingly, their operations are subject to Federal and State laws applicable
to commercial banks and commercial banks with trust powers and to regulation by
the state regulatory authorities and the Federal Deposit Insurance Corporation.
Among other restrictions, the West Virginia Banking Law provides that banks
organized thereunder may pay dividends only out of undivided profits.
     The Ohio Division of Banks, the Banking Commissioner of the State of West
Virginia, the Federal Reserve Board and the Federal Deposit Insurance
Corporation have the discretion to examine the affairs of the various banks for
the purpose of determining the financial condition of CB&T, Jackson F&M, Dime,
Union, Community and Paden City.
     Additionally, CB&T, Jackson, F&M, Dime, Union, Community and Paden City are
subject to certain regulations issued by the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Department of
Banking of the State of West Virginia, the Ohio Division of Banks, the Internal
Revenue Service, the tax departments of Ohio and West Virginia, the county and
city governments of the communities in which the banks are located, and other
agencies in varying degrees.  Commercial, likewise is subject to rules and
regulations issued by the regulators noted above, as well as the Securities and
Exchange Commission.  This control and scrutiny affects the timing and manner in
which Commercial and its subsidiaries conduct their business, the level of
profitability achieved, and the volume and the type of reports given to the
public and government.

               Government Monetary Policies and Economic Controls
     The earnings and growth of the banking industry and of the banks are
affected by the credit policies of monetary authorities, including the Federal
Reserve System.  An important function of the Federal Reserve System is to
regulate the national supply of bank credit in order to combat recession and
curb inflationary pressures.  Among the instruments of monetary policy used by
the Federal Reserve to implement these objectives are open market operations in
U.S. Government securities, changes in the discount rate on member bank
borrowings and changes in reserve requirements against bank deposits.  These
means are used in varying combinations to influence overall growth of bank
loans, investments and deposits and may also affect interest rates charged on
loans or paid for deposits.  The monetary policies of the Federal Reserve Board
have had a significant effect on the operating results of commercial banks in
the past and are expected to continue to have such an effect in the future.
     In view of changing conditions in the national economy and in the money
markets, as well as the effect of actions by monetary and fiscal authorities,
including the Federal Reserve System, no prediction can be made as to possible
future changes in interest rates, deposit levels, loan demand or their effect on
the business and earnings of Commercial BancShares, Incorporated, Commercial
Banking and Trust

                                       5
<PAGE>
 
Company, Jackson County Bank, Farmers and Merchants Bank of Ritchie County, The
Dime Bank, Union Bank of Tyler County, The Community Bank, or The Bank of Paden
City.

Item 2.    PROPERTIES

     The principal executive offices of CB&T and Commercial are located at 415
Market Street, Parkersburg, West Virginia.  This building, a 3-story bank and
office building, is owned by CB&T.  During 1984, CB&T constructed a branch
office in Mineral Wells, West Virginia.  The branch is one and one-half stories
with a full basement.  During 1986, CB&T constructed a branch office in Vienna,
West Virginia, on leased property.  During 1996, CB&T purchased price option.
In 1995, CB&T expanded the building and relocated its drive-in lanes and parking
lot onto adjacent property it had previously purchased.  The building is a one-
story masonry structure with attached drive-in lanes.  CB&T also leases a two-
story bank building on Pike Street in Parkersburg, where it operates a branch
with attached drive-in lanes.
     Jackson owns and occupies a modern two-story masonry bank building at the
intersection of Wall Street with State Route 68 on the edge of downtown
Ravenswood, West Virginia.  During 1995, Jackson leased a supermarket banking
facility on U.S. Route 33 in Ripley, West Virginia, where it operates a branch.
     F&M owns and occupies modern bank buildings in Harrisville and Cairo, West
Virginia.  The office in Cairo was built in 1974 and is a one-story brick
building in colonial style.  The Harrisville office is a one-story building of
brick construction built in 1971 and remodeled in 1984.  In 1988 an addition was
made as well as some remodeling.
     Dime's main offices are located at 200 Putnam Street in Marietta, Ohio in
an eight-story office building.  One-half of the building was constructed in the
late 1800's and the other half in the early 1900's.  There have been several
remodelings.  Each floor of the building contains approximately 3,200 square
feet.  The drive-in facility at Second and Butler Streets was constructed for
that purpose in 1974 and has the capacity for four lanes.  The site includes an
employee parking lot and an automated teller machine.  The Devola branch of Dime
was constructed in 1981 as a full-service branch, but the bank presently
operates a drive-in facility only on the half-acre site.  During 1995 a new
full-service branch was built in Barlow, Ohio, at the intersection of Ohio State
Routes 550 and 339.  The one story brick and masonry structure has attached
drive-in lanes and an automated teller machine.
     The current principal office of Union is located at Fair and Dodd Streets
in Middlebourne, West Virginia. It was constructed in 1977, with a major
remodeling in 1984  Property adjacent to the building is owned by the bank and
used for employee and customer parking.  Union also owns and operates a facility
referred to as the Sistersville Office located at 700 Wells Street in
Sistersville, West Virginia.  It was built in 1978.  Union also owns two pieces
of property on Wells Street in Sistersville that it uses for employee parking.
     Community's principal office is located at 112 Collins Avenue in Pennsboro,
West Virginia.  It is approximately 60 years old, but has had considerable
renovation.  Community also operates a drive-through facility on Masonic Avenue
constructed in the late 1970's.  Both of these properties are owned by
Community.  In addition, Community owns three lots used for employee and
customer parking.  Property was purchased in Ellenboro, West Virginia, in 1996.
The land, near U.S. Route 50 and State Route 16, is intended for use as the site
of a future branch.
     The principal office of Paden City, built in 1977, is located at Fourth and
Main Streets on State Route 2 in Paden City, West Virginia.  Paden City owns
this building and adjacent lots which are used for employee and customer
parking.  Paden City also owns a branch facility, referred to as the Steelton
Financial Center, which is located on State Route 2 in New Martinsville, West
Virginia.  The land on which this facility was built is leased by Paden City.
     In addition to the banking buildings, CB&T, Jackson, F&M, Union, Paden
City, Community, and Dime own other real properties which, when considered in
the aggregate, are not material to their operations.

                                       6
<PAGE>
 
Item 3.  LEGAL PROCEEDINGS

     Various actions and proceedings are presently pending to which CB&T,
Jackson, F&M, Dime, Union, Community and Paden City are party.  Management
considers that the aggregate liabilities, if any, arising from such actions
would not have material adverse effect on the consolidated financial position of
Commercial.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None




Part II
-------

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

     Page 35 of the 1996 Annual Report to shareholders is incorporated herein by
reference.


Item 6.  SELECTED FINANCIAL DATA

     Page 1 of the 1996 Annual Report to shareholders is incorporated herein by
reference.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     Management's Discussion and Analysis of Financial Condition and Results of
Operations  and the related comments in the President's letter are included on
pages 2 and 3 and 27 to 34 of the 1996 Annual Report to shareholders.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The report of independent accountants and consolidated financial statements
are included on pages 4 through 26 of the 1996 Annual Report to shareholders.
     Quarterly Results of Operations for the year ended December 31, 1996,
included on page 26 of the 1996 Annual Report to shareholders are incorporated
herein by reference.


Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None


PART III
--------

     The information required by Items 10 through 13 in this part is omitted
pursuant to Instruction G of Form 10-K since Commercial intends to file with the
Commission a definitive Proxy Statement, pursuant to Regulation 14A, not later
than 120 days after December 31, 1996.

                                       7
<PAGE>
 
PART IV
-------

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  (1)  Financial Statements
          (2)  Financial Statement Schedules
                    The response to this portion of Item 14 is submitted as a
                    separate section of this report.
          (3)  Listing of Exhibits
                    The response to this portion of Item 14 is submitted as a
                    separate section of this report.

     (b)       Reports on Form 8-K
                    No reports on Form 8-K were filed during the quarter ended
                    December 31, 1996.
     (c)       Exhibits
                    The response to this portion of Item 14 is submitted as a
                    separate section of this report.
     (d)       Financial Statement Schedules
                    None

                                       8
<PAGE>
 
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.
                              COMMERCIAL BANCSHARES, INCORPORATED
                              -----------------------------------
                              (Registrant)


                            By: /s/ William E. Mildren, Jr.    3/26/97
                            ------------------------------------------
                              William E. Mildren, Jr.
                              Chairman, President and
                              Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


/s/ William E. Mildren, Jr.  3/26/97    /s/ Larry G. Johnson            3/26/97 
------------------------------------    --------------------------------------- 
William E. Mildren, Jr.                 Larry G. Johnson                        
Chairman, President and                 Executive Vice President and            
Chief Executive Officer                 Chief Financial Officer                 

/s/ Bruce Bingham        3/27/97        /s/ Jack F. Poe                 3/27/97
------------------------------------    ---------------------------------------
Bruce Bingham                           Jack F. Poe                            
Director                                Director                                

                                        /s/ Robert E. Richardson        3/26/97 
------------------------------------    --------------------------------------- 
Frank L. Christy                        Robert E. Richardson                    
Director                                Director     
                                        
/s/ A. Vernon Criss, III 3/27/97        /s/ W. S. Ritchie, Jr.          3/27/97
------------------------------------    ---------------------------------------
A. Vernon Criss, III                    W.S. Ritchie, Jr.                      
Director                                Director                                


                                        /s/ Susan S. Ross               3/26/97
------------------------------------    ---------------------------------------
Gary R. Davis                            Susan S. Ross                          
Director                                 Director                              

Wilson Davis                            /s/ Donald L. Scothorn          3/26/97
------------------------------------    ---------------------------------------
Director                                Donald L. Scothorn                     
                                        Director                                

/s/ Carl E. Dollman   3/26/97           
------------------------------------    --------------------------------------- 
Carl E. Dollman                         James L. Wahle                          
Director                                Director       

/s/ James A. Meagle, Jr.  3/26/97
------------------------------------    ---------------------------------------
James A. Meagle, Jr.                    Thomas N. Webster                      
Director                                Director                                
 
 
------------------------------------    ---------------------------------------
David L. Mendenhall                     Morris B. Wilkins                      
Director                                Director                                

                                       9
<PAGE>
 
FORM 10-K--ITEM 14(a)(1) and (2)

COMMERCIAL BANCSHARES, INCORPORATED

INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements and report of independent
auditors of Commercial BancShares, Incorporated and subsidiaries are included in
Item 8:

     Report of independent auditors

     Consolidated balance sheets--December 31, 1996 and 1995

     Consolidated statements of income--Years ended December 31, 1996, 1995 and
     1994

     Consolidated statements of shareholders' equity--Years ended December 31,
     1996, 1995  and 1994

     Consolidated statements of cash flows--Years ended December 31, 1996, 1995
     and 1994

     Notes to consolidated financial statements--December 31, 1996

Schedules to the consolidated financial statements required by Article 9 of
Regulation S-X are not required under the related instructions or are
inapplicable, and therefore have been omitted.

                                       10
<PAGE>
 
FORM 10-K--ITEM 14(c)

COMMERCIAL BANCSHARES, INCORPORATED

INDEX TO EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K.


Exhibit Number                                                              Page

3.1   Restated Articles of Incorporation, as amended, of Registrant, were
      included as Exhibit 3(b) at page 301 of Registrant's Registration
      Statement on Form S-4 (Registration No. 33-53017), filed with the
      Securities and Exchange Commission on April 7, 1994, and are included
      herein by reference.
      
3.2  By-Laws, as amended, of Registrant, were included as Exhibit 3(a) at
     page 288 of Registrant's Registration Statement on Form S-4
     (Registration No. 33-53017), filed with the Securities and Exchange
     Commission on April 7, 1994, and are included herein by reference.

4.1  Specimen Common Stock Certificate for Registrant was included as
     Exhibit 1 at page 2 of Registrant's Registration Statement on Form 
     8-A, filed with the Securities and Exchange Commission on April 18,
     1995, and is included herein by reference.

4.2  Rights Agreement dated August 14, 1996, between the Registrant and
     Fifth Third Bank, as Rights Agent (filed as Exhibit 4.1 to the
     Registrant's Form 8-K current report dated August 14, 1996, and
     incorporated by reference herein).

10.1 Change in Control Agreement between Commercial and William E.           12
     Mildren, Jr., dated November 1, 1996 (filed herewith).
 
10.2 Change in Control Agreement between Commercial and Larry G.             19
     Johnson, dated November 1, 1996 (filed herewith).                
                                                                      
11.  Statement Re Computation of Per Share Earnings                          26
                                                                      
13.  Annual Report to Shareholders                                           27
                                                                      
21.  Subsidiaries of the Registrant                                          68
                                                                      
23.  Consent of Independent Auditors                                         69
                                                                      
27.  Financial Data Schedule                                                 70