EXHIBIT 22.1

         --------------------------------------------------------------


                         The Commercial Bancorp, Inc.'s

                               2000 Annual Meeting

                                 Proxy Statement


<PAGE>



                          THE COMMERCIAL BANCORP, INC.

                                258 N. Nova Road

                           Ormond Beach, Florida 32174

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS

                                 APRIL 18, 2000

Solicitation and Voting of Proxies

         This Proxy Statement and the accompanying  Proxy are being furnished to
shareholders  of The  Commercial  Bancorp,  Inc.  ("TCB"  or the  "Company")  in
connection with the solicitation of proxies by the Board of Directors to be used
at the Company's Annual Meeting of Shareholders or any adjournment  thereof. The
Annual  Meeting  will be held on April 18, 2000 at 2:00 p.m.,  Local Time at The
Trails Homeowners  Association  Community Center, 201 Main Trail,  Ormond Beach,
Florida.

         Regardless  of the  number  of  shares of  common  stock  owned,  it is
important that  shareholders  be represented by Proxy or in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed Proxy and
returning  it  signed  and  dated  in the  enclosed  postage  prepaid  envelope.
Shareholders  are  urged  to  indicate  the way they  wish to vote in the  space
provided  on the  Proxy.  Proxies  solicited  by the Board of  Directors  of the
Company will be voted in accordance with the directions given therein.  Where no
instructions are indicated,  proxies will be voted "FOR" the management director
nominee  set forth  below;  "FOR"  ratification  of the  appointment  of Hacker,
Johnson,  Cohen & Grieb,  PA as the  independent  auditors of TCB for the fiscal
year ending  December 31, 2000; and "FOR" the  adjournment of the Annual Meeting
to solicit more proxies, if necessary.

Revocation of Proxy

         A shareholder's  presence at this Annual Meeting will not automatically
revoke  his or her Proxy.  Shareholders  may revoke a Proxy at any time prior to
its  exercise by filing with the  Secretary  of the Company a written  notice of
revocation,  by delivering to the Company a duly executed  Proxy bearing a later
date, or by attending this Annual Meeting and voting in person.

Voting Securities

         The  securities  which may be voted at this Annual  Meeting  consist of
shares of common stock of TCB ("Common  Stock")  with each share  entitling  its
owner to one vote for the election of directors  and any other  matters that may
come before the Annual Meeting. The close of business on March 15, 2000 has been
fixed by the Board of  Directors  as the Record  Date for the  determination  of
shareholders  entitled to notice of and to vote at this  Annual  Meeting and any
adjournment  thereof.  The total number of shares of the Company's  common stock
outstanding   on  the  Record  Date  was  475,491   shares  which  are  held  by
approximately 334 shareholders.

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<PAGE>



         The  presence,  in person or by Proxy,  of at least a  majority  of the
total number of outstanding  shares of common stock is necessary to constitute a
quorum at the Annual Meeting.  In the event there are not sufficient votes for a
quorum to approve any  Proposal at the time of the Annual  Meeting,  this Annual
Meeting may be adjourned in order to permit further solicitation of proxies.

Certain Shareholders

         As of March 15, 2000, no persons or apparent  groups of persons,  other
than  Officers or  Directors  of the  Company,  are known by  management  to own
beneficially  five  percent or more of the  outstanding  shares of TCB's  Common
Stock.

                       PROPOSAL I - ELECTION OF DIRECTORS

         The Board of Directors of TCB is composed of five members. The Board of
Directors  are  divided  into  three  classes  and the  terms of each  class are
staggered  so that  approximately  one-third of the  directors  are elected each
year.  There is one Class II director  nominated  to be elected to a  three-year
term.

         Management's  nominee  to fill  the term is  James  R.  Peacock  who is
presently a director of TCB.

         If the nominee is unable to serve, the shares  represented by all valid
proxies  will be voted  for the  election  of such  substitute  as the Board may
recommend.  At this  time the  Board of  Directors  knows of no  reason  why the
nominee might not be able to serve.

         The Board of Directors recommends that shareholders vote "FOR"
                          the election of the nominee.

         The following table describes the period that the nominee has served as
a director  of TCB,  his  position  and  offices  held,  with the  Company,  his
principal occupation or employment. In addition, the table contains information,
as of March 15, 2000, with respect to the beneficial  ownership (as such term is
defined under the Rules and Regulations of the Securities  Exchange  Commission)
of the Company's common stock held by the nominee and each other director.

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<PAGE>
<TABLE>


Name, age, principal occupation,                          Current         Number                          Percent of
directorships and business                 Director        Term          of Shares         Right to       Beneficial
experience                                   Since        Expires        Owned(1)         Acquire(2)       Ownership(3)
---------------------------------------  ------------   -----------     -----------      -----------     --------------

Management's nominee for Three-Year Term:

Class II Director

<S>                   <C>                    <C>           <C>             <C>                  <C>               <C>
James R. Peacock, Age 54, Owner              1996          2000            52,759               52,509            18.20%
and Operator Jim Peacock Dodge,
1981 - 1993; Director and
Management Consultant of
Profitable Management Services,
Inc. 1988 - current.

Continuing directors:

Class I Directors

Gary G. Campbell, Age 47,                    1996          2002             1,500                5,500             1.21%
Executive Vice  President and Senior
Loan Officer,  First State Bank of
Florida, 1992 - 1996;  President of
TCB,  1996 - current;  Director,
President and Chief Executive
Officer of the Bank
1997 - current.

Richard R. Dwyer, Age 46,                    1998          2002            11,000                9,000             3.46%
Specialty stock trader and partner of
M. J. Meehan & Company, a New
York Stock Exchange Trading
Company, 1986 - 1996.  Financial
Advisor, Raymond James Financial
Services, 1998 - current; Member of
the Board of Directors of the Bank,
1997 - current.

Clarence W. Singletary, Age 65,              1999          2002             5,000                5,000             1.73%
Real estate developer since 1987.
Owner/Operator Bono's Bar-B-Q,
Holly Hill.  Member of the Board of
Directors of the Bank, 1997-current.

Class III Director

Larry A. Kent, Age 48, President             1996          2001            42,541               30,741            12.67%
and Owner Larry Kent Homes, Inc.
1974 - 1993; Owner/Operator of
Burger King franchise restaurants,
1993 - current; Member of Board of
Directors First State Bank of Florida,
1987 - 1996; Chairman of The
Commercial Bank 1996 - current;
member of the Board of Directors of
the Bank, 1997-current.

[Footnotes follow this page]

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<PAGE>


<FN>
(1)   Includes shares for which the named person:
      o  has sole voting and investment power
      o  has shared voting and investment power with a spouse, or
      o  holds in an IRA or other  retirement  plan  program,  unless  otherwise
         indicated  in  these  footnotes.
      Does  not  include  shares  that  may be acquired:
      o  by  exercising  stock  options,  or
      o  under stock purchase warrants.
(2)   Includes shares that may be acquired within the next 60 days:
      o  by exercising vested stock options, or
      o  under  presently   exercisable   stock  purchase  warrants  granted  in
         connection with TCB's initial stock offering.
(3)   Percentage computed on 475,491 shares issued and outstanding, plus 98,750
      shares  subject  to  presently exercisable stock purchase warrants issued
      in connection with the Company's stock offering and 4,300 presently
      exercisable  stock  options for a total of 578,541 beneficial shares.
</FN>
</TABLE>

Board of Directors Meetings

         During the year ended  December 31, 1999,  the Board of Directors  held
five  meetings.  None of the  directors  attended  fewer  than 75% of the  total
meetings of the Board of Directors.

Committees of the Board of Directors

         The Board of Directors of the Company may conduct  business through its
Executive Committee.

Directors' Compensation

         TCB did not pay any fees or other compensation to its Directors for the
period ending December 31, 1999; however,  The Commercial Bank of Volusia County
("Bank"),  currently  pays  non-officer  Directors  $200 per Board of  Directors
meeting attended.

Employee Stock Options Outstanding

         The following stock options have been granted by the Board of Directors
pursuant to TCB's 1997 Employee Stock Option and Limited Rights Plan:

<TABLE>

              Employee                   Year Granted          Number of Shares           Vested             Term
              --------                   ------------          ----------------           ------             ----
<S>                                          <C>                      <C>                  <C>             <C>
Gary G. Campbell                             1998                     10,000               4,000           10 years
         President and Chief
         Executive Officer

Harvey E. Buckmaster                         1999                      5,000                   0           10 years
         Chief Financial
         Officer
All other employees                          1999                      8,300                 300           10 years
         (7 persons total)
      TOTAL OUTSTANDING                                               23,300               4,300
                                                                      ======               =====
</TABLE>

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<PAGE>

<TABLE>

Executive Compensation

                                                   Summary Compensation Table

                                                       Annual Compensation                      Long-term compensation
                                          -------------------------------------------      --------------------------------
        Name and                                                         Other annual           Stock            All other
   principal position        Year         Salary          Bonus          compensation          options         compensation
   ------------------        ----         ------          -----          ------------          -------         ------------
<S>                          <C>        <C>             <C>                                          <C>            <C>
Gary G. Campbell             1999       $ 105,000       $   870                -                     0              0
President & CEO              1998       $  93,681           N/A                -                10,000              0
                             1997       $  75,000       $ 5,000                -                     0              0

</TABLE>


Benefits

     Insurance:  TCB's full-time  officers are provided  hospitalization,  major
medical,  short  and  long-term  disability,  dental  insurance  and  term  life
insurance  under  group  plans  on  generally  the same  basis as all  full-time
employees. The Bank pays all of the costs of this insurance.

     Bonuses:  Neither the Company nor the Bank has an established  bonus policy
for employees.  The payment of any future bonus is at the sole discretion of the
Board of Directors.

Certain Relationships and Related Transactions

     Set forth below is certain  information as of December 31, 1999  concerning
loans made by the Bank to each of its  directors,  executive  officers and their
immediate families whose aggregate  indebtedness to the Bank exceeded $60,000 at
anytime since January 1, 1999.

<TABLE>

                                                                     Largest
                                                                     Amount              Balance
                                                  Maturity         Outstanding            as of
                                   Date of         Date of        from January          December         Interest
          Name                      Loan            Loan             1, 1999            31, 1999           Rate           Type
       ----------                 --------        --------       ---------------      ------------       --------        -----
<S>                               <C>   <C>       <C>   <C>              <C>                    <C>          <C>
  Kirk Bauer                      10/29/98        12/31/00               9,000                  0            9.5%         CLCU
     Flight Level LC              07/06/99        07/06/03             100,452             99,104            9.0%         CLCS
                                                                       -------            -------
               Total                                                   109,452             99,104
                                                                       =======            =======
  Stanley S. Bronski              07/01/98        12/31/00              68,350             68,350            9.5%         CLCU
     J S Associates               01/14/98        11/28/03             644,043            601,116            9.5%          CLR
     J S Associates               10/21/99        10/21/00              22,128             18,461            9.0%         CLCU
                                                                       -------            -------
               Total                                                   734,521            687,927
                                                                       =======            =======
  Gary G. Campbell                12/22/97        01/01/28             143,609            142,293           7.50%           ML
                                  12/18/98        12/15/00               3,943              2,157          11.00%           CL
                                                                       -------            -------
               Total                                                   147,552            144,450
                                                                       =======            =======
  Richard R. Dwyer                01/09/98        05/01/04             320,000            310,667            9.5%          CLR
                                  05/18/98        12/31/00              86,853             84,000            9.5%         CLCU
    Deland Museum of Art,
     Inc.                         10/07/99        10/07/00               6,070              6,070            9.5%         CLCS
                                                                       -------            -------
               Total                                                   412,923            400,737
                                                                       =======            =======
</TABLE>


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<PAGE>

<TABLE>

                                                                         Largest
                                                                         Amount              Balance
                                                       Maturity         Outstanding            as of
                                         Date of       Date of        from January          December          Interest
              Name                        Loan           Loan             1, 1999            31, 1999           Rate         Type
           ----------                    --------      --------       ---------------      ------------       --------       -----

<S>                                      <C>   <C>     <C>   <C>         <C>                  <C>               <C>
         Lawrence A. Kent                11/25/97      05/01/00          150,000              92,964            9.5%         CLCU
           Merrecull, Inc.               08/28/98      07/01/07          202,031             196,087            9.5%         CLCS
                                                                         -------             -------
                      Total                                              352,031             289,051
                                                                         =======             =======
         James R. Peacock                06/10/98      12/31/00          294,000             294,000            9.5%         CLCU
           Dispenser Systems.com,        10/28/99      11/01/07          351,294             351,294            9.5%         CLCS
                                                                         -------             -------
             Inc.                                                        645,294             645,294
                                                                         =======             =======
                      Total

         Clarence W. Singletary          11/25/97      12/31/00          145,872              50,820            9.5%         CLCU
           Singletary-Merrell
              Partnership                11/21/97      12/31/00          180,000             174,623            9.5%         CLCU
           Merrecull, Inc.               08/28/98      07/01/07          202,031             196,087            9.5%         CLCS
                                                                         -------             -------
                      Total                                              527,903             421,530
                                                                         =======             =======
</TABLE>

         Note: "CL" (Fixed Rate Consumer Loan);  "ML" (Adjustable  Mortgage Loan
         made at the market interest rate);  "CLCU" (Commercial Line of Credit -
         unsecured); "CLCS" (Commercial Line of Credit - secured) Interest rates
         on all loans above are adjustable; "CLR" (Commercial Real Estate).

         Banks and other financial  institutions  are governed by the provisions
of Section 22(h) of the Federal  Reserve Act. Any credit extended by the Bank to
its  directors,  executive  officers  and,  to the extent  otherwise  permitted,
principal shareholder(s), or any affiliates thereof, must be:

         o    on  substantially  the same terms,  including  interest  rates and
              collateral,  as  those  prevailing  at  the  time  for  comparable
              transactions by the Bank with non-affiliated parties; and
         o    not  involve  more than the normal  risk of  repayment  or present
              other unfavorable features.

         The  above  loans  were  made  to  the   directors   and   officers  on
substantially  the same terms as they are made to other  customers  of the Bank.
All loans are  current in their  contractual  payments  for both  principal  and
interest and, in management's  opinion, do not involve more than the normal risk
of collectibility.

                  PROPOSAL II - RATIFICATION OF APPOINTMENT OF
                AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2000

         TCB's independent auditors for the fiscal year ended December 31, 1999,
were Hacker,  Johnson,  Cohen & Grieb,  PA. The Board of Directors has appointed
Hacker,  Johnson,  Cohen & Grieb to be its  independent  auditors for the fiscal
year ending December 31, 2000, subject to shareholder ratification.

         The Board of Directors recommends that shareholders vote "FOR"
   the ratification of the appointment of Hacker, Johnson, Cohen & Grieb, PA
      as independent auditors for the fiscal year ending December 31, 2000.

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<PAGE>


                  PROPOSAL III - ADJOURNMENT OF ANNUAL MEETING

         TCB seeks  approval to adjourn the Annual Meeting in the event that the
number of proxies  sufficient  to approve  Proposals I or II are not received by
April 18, 2000. In order to permit proxies that have been received by TCB at the
time of the Annual Meeting to be voted, if necessary,  for the adjournment,  TCB
is submitting  the question of  adjournment  to the  shareholders  as a separate
proposal.  If it becomes  necessary  to  adjourn  the  Annual  Meeting,  and the
adjournment  is for a period less than 30 days,  no notice of the time and place
of the  adjourned  meeting  will be given  to the  shareholders,  other  than an
announcement made at the Annual Meeting.

         The Board of Directors recommends that shareholders vote "FOR"
             the approval of the adjournment of the Annual Meeting.

Solicitation

         The cost of soliciting  proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by TCB.  Proxies may be solicited by directors,
officers  or  regular  employees  of the  Company  or the Bank in  person  or by
telephone,  facsimile or mail. TCB will request persons,  firms and corporations
holding  shares in their  names,  or in the names of their  nominees,  which are
beneficially owned by others, to send Proxy materials to and obtain proxies from
such  beneficial  owners,  and will reimburse such holders for their  reasonable
out-of-pocket expenses in doing so.

Shareholder Proposals

         In order to be eligible for inclusion in TCB's Proxy  material for next
year's Annual Meeting of Shareholders,  any shareholder  proposal to take action
at such Annual Meeting must be received at the Corporate  Office of the Company,
258 N. Nova Road,  Ormond Beach,  Florida 32174, on or before December 19, 2000.
Proposals must comply with the provisions of 17 C.F.R.  Section 240.14a-8 ("Rule
14a") of the rules and regulations of the Securities and Exchange  Commission in
order to be included in the Company's proxy materials.

         New  business  may be  taken up at the  Annual  Meeting,  provided  the
proposal  is stated in writing  and filed with the  Secretary  of the Company at
least ten (10) days  before the Annual  Meeting.  Any  shareholder  may make any
other  proposal  at the  Annual  Meeting  and  the  same  may be  discussed  and
considered,  but unless stated in writing and filed with the Company's Secretary
by the above date,  such proposal  shall be laid over for action at an adjourned
Annual Meeting or at a Special Meeting taking place 30 or more days  thereafter.
This provision does not prevent the consideration and approval or disapproval at
the Annual  Meeting of reports of officers,  directors  and  committees;  but in
connection with such reports, no new business shall be acted upon at such Annual
Meeting unless stated and filed as provided herein.

                                        7


<PAGE>


Annual Report

         A copy of the  Company's  1999  Annual  Report  accompanies  this Proxy
Statement.

Other Matters

         The Board of Directors  knows of no other matters to be brought  before
the Annual  Meeting.  However,  if other  matters  should come before the Annual
Meeting,  it is the intention of the persons named in the enclosed form of Proxy
to vote the  Proxy in  accordance  with  their  judgment  of what is in the best
interest of the Company.

                                                   The Commercial Bancorp, Inc.




Ormond Beach, Florida
March 17, 2000

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