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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For
the fiscal year ended December 31, 2005   Commission File Number 000-27894
 COMMERCIAL BANCSHARES, INC.
  
 OHIO
    
    34-1787239(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 118 S. Sandusky Avenue, Upper Sandusky, Ohio 43351   (419) 294-5781
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the registrants 2005 Annual Report to Shareholders are incorporated by reference into
Parts I and II of this Form 10-K. Portions of the registrants Proxy Statement dated March 17, 2006
for the April 12, 2006 Annual Meeting of Shareholders are incorporated by reference into Part III
of the Form 10-K.




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INDEX
FORM 10-K
 PagePART IItem 1.
    
    Description of Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    7Item 1B.
    
    Unresolved Staff
Comments
    
    
    10Item 2.
    
    Properties
    
    
    11Item 3.
    
    Legal Proceedings
    
    
    12Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    12PART IIItem 5.
    
    Market for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    12Item 6.
    
    Selected Financial Data
    
    
    12Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    12Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    13Item 8.
    
    Financial Statements and Supplementary Data
    
    
    13Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    13Item 9A.
    
    Controls and Procedures
    
    
    13Item 9B.
    
    Other Information
    
    
    13PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    13Item 11.
    
    Executive Compensation
    
    
    13Item 12.
    
    Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    14Item 13.
    
    Certain Relationships and Related Transactions
    
    
    14Item 14.
    
    Principal Accountant Fees and Services
    
    
    14PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    14Signatures
    
    
    17Index to Exhibits
    
    
    18Executive Employment Contract with Scott A. OboyAnnual Report to Shareholders for the Year Ended 2005Subsidiaries of the RegistrantConsent of Plante & Moran PLLCCertification by CEO Pursuant to Section 302Certification by CFO Pursuant to Section 302Certification by CEO Pursuant to Section 906Certification by CFO Pursuant to Section 906
  3.




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PART I
 
 ITEM 1  DESCRIPTION OF BUSINESS
 General
    4.




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Competition in Financial Services
  Employees
  Supervision and Regulation
      5.




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Statistical Disclosures
  Pages of Annual ReportReturn on Equity and Assets
    
    
    2Volume / Rate Analysis
    
    
    6Distribution of Assets, Liabilities and Shareholders, Equity
    
    
    7Loan Portfolio
    
    
    10-11Summary of Loan Loss Experience
    
    
    11-13Investment Portfolio
    
    
    13-14Deposits
    
    
    14-15
  6.




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ITEM 1A  RISK FACTORS
  The Company is Subject to Interest Rate Risk
   The Company is Subject to Lending Risk
   7.




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The Companys Allowance For Loan and Lease Losses May Be Insufficient
  The Companys Profitability Depends Significantly on Economic Conditions in North Central Ohio
  The Company Operates In A Highly Competitive Industry and Market Area
  8.




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
    
    The ability to develop, maintain and build upon long-term customer relationships based on
top quality service, high ethical standards and safe, sound assets.
    
    The ability to expand the Companys market position.
    
    The scope, relevance and pricing of products and services offered to meet customer needs and
demands.
    
    The rate at which the Company introduces new products and services relative to its competitors.
    
    Customer satisfaction with the Companys level of service.
    
    Industry and general economic trends.
  The Company Is Subject To Extensive Government Regulation and Supervision
  The Companys Controls and Procedures May Fail or Be Circumvented
  The Company Relies on Dividends From Its Subsidiaries For Most Of Its Revenue
  9.




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The Company May Not Be Able To Attract and Retain Skilled People
  The Companys Information Systems May Experience An Interruption Or Breach In Security
  The Company Continually Encounters Technological Change
  The Companys Articles Of Incorporation and Code of Regulations, As Well As Certain Banking Laws,
May Have An Anti-Takeover Effect
  ITEM
1B  UNRESOLVED STAFF COMMENTS
  10.




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ITEM 2  PROPERTIES
  Location
    
    Description1.
    
    Main Office
    
    Two story building built in the early 1900's and remodeled in 1991.118 S. Sandusky Ave.Upper Sandusky, Ohio 433512.
    
    Carey Office
    
    One story building built and opened in 1973.128 S. Vance StreetCarey, OH 433163.
    
    Harpster Office
    
    One story building purchased in 1978.17480 Cherokee StreetHarpster, OH 433234.
    
    North Drive-In Office
    
    One story drive in office opened in 1981.400 N. Sandusky AvenueUpper Sandusky, OH 433515.
    
    Marion Barks Road Office
    
    One story building purchased, renovated, and opened in 1988.170 Barks Road EastMarion, OH 433026.
    
    Findlay Tiffin Avenue Office 1600
Tiffin AvenueFindlay, OH 45840
    
    One story building purchased in 1992.  The building was renovated in 1999 to add more office space.7.
    
    Marion Jamesway Office
    
    One story building constructed and opened in 1996.279 JameswayMarion, OH 433028.
    
    Bellefontaine Office
    
    One story building purchased, renovated, and opened in 1999.1245 Bellefontaine Ave.Marion, OH 433029.
    
    Findlay Lincoln Street Office
    
    One story building purchased in 1999 and opened in 2000.201 Lincoln StreetFindlay, OH 4584010.
    
    Westerville Office
    
    Two story building purchased in 2000 and opened in 2001.17 N. State StreetWesterville, OH 4308111.
    
    Advantage Finance Main Street
    
    Two story building purchased and opened in 2000.141 S. Main StreetMarion, OH 43301
  11.




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ITEM 3  LEGAL PROCEEDINGS
   
 ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5  MARKET FOR COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
  Issuer Purchases of Equity Securities
  Maximum Number (orTotal Number of
    
    Approximate DollarTotal
    
    
    
    Shares Purchased
    
    Value) of Shares thatNumber
    
    Average
    
    as Part of Publicly
    
    May Yet be Purchasedof Shares
    
    Price Paid
    
    Announced Plans
    
    Under the Plans orPeriod
    
    Purchased
    
    per Share
    
    or Programs
    
    ProgramsOctober 1, 2005 October 31, 2005
    
    2,320
    
    $26.88
    
    -0-
    
    50,896November 1, 2005  November 31, 2005
    
    580
    
    $27.00
    
    -0-
    
    50,316December 1, 2005  December 31, 2005
    
    -0-
    
    $0.00
    
    -0-
    
    50,316Total
    
    2,900
    
    $26.90
    
    -0-
    
    50,316
  
 ITEM 6  SELECTED FINANCIAL DATA
  
 ITEM 7  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
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ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A  CONTROLS AND PROCEDURES
  
 ITEM 9B  OTHER INFORMATION
  
 PART III
 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   
 ITEM 11  EXECUTIVE COMPENSATION
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ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   Number of securitiesremaining available forNumber of securities to be
    
    Weighted-average
    
    future issuance underissued upon exercise of
    
    exercise price of
    
    equity compensationoutstanding options,
    
    outstanding options,
    
    plans (excluding securitiesPlan category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column[a])(a)
    
    (b)
    
    (c)Equity Compensation
plans approved by
security holders
    
    
    34,849
    
    
    $
    25.21
    
    
    
    92,202
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following Consolidated Financial Statements and related Notes to Consolidated Financial
Statements, together with the report of the Independent Registered Public Accounting Firm
dated February 23, 2006 appear on pages 20 through 41 of the Commercial Bancshares, Inc. 2005
Annual Report and are incorporated herein by reference.
 1.
    
    Financial StatementsConsolidated Balance Sheets
December 31, 2005 and 2004Consolidated Statements of Income for the Years Ended
December 31, 2005, 2004 and 2003
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Consolidated Statements of Shareholders Equity for the Years Ended
December 31, 2005, 2004 and 2003
 Consolidated Statements of Cash Flows for the Years Ended
December 31, 2005, 2004 and 2003Notes to Consolidated Financial Statements for the Years Ended
December 31, 2005, 2004 and 2003Report of Independent Registered Public Accounting FirmFinancial statement schedules are omitted as they are not required or are not applicable
or because the required information is included in the consolidated financial statements
or notes thereto.
 (b)
    
    EXHIBITS
 Exhibit Number
    
    Description of Document3.1
    
    Amended Articles of Incorporation of the Corporation(incorporated by reference to Registrants Form 8-K dated April 27, 1995)3.2
    
    Code of Regulations of the Corporation(incorporated by reference to Registrants Form 8-K dated April 27, 1995)4
    
    Form of Certificate of Common Shares of the Corporation(incorporated by reference to Registrants Form 8-K dated April 27, 1995)10.1
    
    Commercial Bancshares, Inc. 1997 Stock Option Plan(incorporated by reference to Appendix II to our Proxy Statement, as filed
with the SEC on Schedule 14A on March 13, 1997)10.2
    
    Commercial Bancshares, Inc. Deferred Compensation Plan(incorporated by reference to Exhibit 4.1 to our Registration Statement on
Form S-8, as filed with the SEC on March 17, 1999)10.3
    
    Commercial Bancshares Supplemental Executive Retirement Plan(incorporated by reference to Exhibit 10.3 to Registrants Form 10-K filed March 31, 2005)10.4
    
    Executive Employment Contract with Tracy Morgan, dated March 31, 2004(incorporated by reference to Exhibit 10.4 to Registrants Form 10-K filed March 31, 2005)10.5
    
    Executive Employment Contract with Scott A. Oboy, dated June 8, 200513
    
    Annual Report to Shareholders for the Year Ended 200521
    
    Subsidiaries of the Registrant23.1
    
    Consent of Plante & Moran, PLLC31.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 302
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Exhibit Number
    
    Description of Document31.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 30232.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 90632.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 906
  16.




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SIGNATURES
  03/31/2006
    
    
    
    COMMERCIAL BANCSHARES, INC.DateBy:
    
    /s/PHILIP W. KINLEYPhilip W. Kinley, President and CEO
   Signatures/s/PHILIP W. KINLEYPhilip W. KinleyPresident and Principal Executive Officer/s/SCOTT A. OBOYScott A. OboySenior Vice President and Chief Financial Officer/s/RICHARD SHEAFFERRichard SheafferDirector, Chairman of the Board/s/DANIEL E. BERGDaniel E. BergDirector/s/J. WILLIAM BREMYERJ. William BremyerDirector/s/LYNN R. CHILDLynn R. ChildDirector/s/MARK DILLONMark DillonDirector
 Signatures/s/EDWIN G. EMERSONEdwin G. EmersonDirector/s/HAZEL FRANKSHazel FranksDirector/s/DEBORAH J. GRAFMILLERDeborah J. GrafmillerDirector/s/KURT D. KIMMELKurt D. KimmelDirector/s/MICHAEL A. MASTROMichael A. MastroDirector/s/MICHAEL A. SHOPEMichael A. ShopeDirector/s/DOUGLAS C. SMITHDouglas C. SmithDirector
   17.




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INDEX TO EXHIBITS
 Exhibit Number
    
    Description of Document3.1
    
    Amended Articles of Incorporation of the Corporation(incorporated by reference to Registrants Form 8-K dated April 27, 1995)3.2
    
    Code of Regulations of the Corporation(incorporated by reference to Registrants Form 8-K dated April 27, 1995)4
    
    Form of Certificate of Common Shares of the Corporation(incorporated by reference to Registrants Form 8-K dated April 27, 1995)10.1
    
    Commercial Bancshares, Inc. 1997 Stock Option Plan(incorporated by reference to Appendix II to our Proxy Statement, as filed
with the SEC on Schedule 14A on March 13, 1997)10.2
    
    Commercial Bancshares, Inc. Deferred Compensation Plan(incorporated by reference to Exhibit 4.1 to our Registration Statement on
Form S-8, as filed with the SEC on March 17, 1999)10.3
    
    Commercial Bancshares Inc. Supplemental Executive Retirement Plan(incorporated by reference to Exhibit 10.3 to Registrants Form 10-K filed March 31, 2005)10.4
    
    Executive Employment Contract with
Tracy Morgan, dated as of  March 31, 2004(incorporated by reference to Exhibit 10.4 to Registrants Form 10-K filed March 31, 2005)10.5
    
    Executive Employment Contract with Scott A. Oboy, dated June 8, 200513
    
    Annual Report to Shareholders for the Year Ended 200521
    
    Subsidiaries of the Registrant23.1
    
    Consent of Plante & Moran, PLLC31.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 30231.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 30232.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 90632.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 906
 18.