<PAGE>









                                  EXHIBIT 22.1

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


                          The Commercial Bancorp Inc.'s
                               1999 Annual Meeting
                                 Proxy Statement



<PAGE>

                          THE COMMERCIAL BANCORP, INC.
                                258 N. Nova Road
                           Ormond Beach, Florida 32174


                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                 April 20, 1999


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  ("Annual  Meeting")  or any
adjournment thereof,  which will be held on Tuesday April 20, 1999 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
nominees set forth below;  and "FOR"  ratification of the appointment of Hacker,
Johnson,  Cohen & Grieb,  PA as the  independent  auditors of TCB for the fiscal
year ending December 31, 1999.

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 23, 1999 has been
fixed by the Board of  Directors  as the  record  date  ("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 464,791 shares which are held by
approximately 350 shareholders.



                                        1

<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 23, 1999, 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 seven  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 are three Class I directors to be elected to a three-year term.

         Management's  nominees to fill the terms are Gary G. Campbell,  Richard
R. Dwyer, and Clarence W. Singletary each of whom, except for Mr. Singletary are
presently  directors  of TCB.  Mr.  Singletary  has  served  as a member  of The
Commercial Bank of Volusia County's Board of Directors since October, 1997.

         It is intended  that the proxies  solicited  by the Board of  Directors
will be voted "FOR" the election of said  nominees.  If any 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 any nominee might not be able to serve.

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

         The following  table  describes the period that each nominee has served
as a director of TCB,  his  position and offices  held,  with the  Company,  his
principal occupation or employment, and further contains information as of March
19, 1999,  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 each nominee,  each director and all directors as
a group.



                                        2

<PAGE>

<TABLE>
<CAPTION>


Name, age, principal                                                            Amount and nature
occupation, director-                                               Current     of beneficial
ships and business                                   Director       term        ownership of             Percent
experience                                           since          expires     Common Stock             of class(1)
----------                                           -----          -------     ------------             -----------

Management's nominees for Three-Year Terms:

Class I Directors
-----------------

<S>                                                    <C>          <C>       <C>                      <C>  
Gary G. Campbell, Age 45                               1996         1999        5,500(2)                0.95%
Executive Vice President and Senior
Loan Officer, First State Bank of
Florida, 1992-1996; President of The
Commercial Bank, 1996 - current;
Director, President and Chief Executive
Officer of the Bank 1997 - current.

Richard R. Dwyer, Age 44                               1998         1999       20,000(3)                3.47%
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 63                         -            -          10,000(4)                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.

Continuing directors:

Class II Directors
------------------

James R. Peacock, Age 52                               1996         2000      105,268(5)               18.25%
Owner/Operator Jim Peacock Dodge
1981 - 1993; Director and Management
Consultant of Profitable Management
Services, Inc. 1988 - current.

James F. McCollum, Age 53                              1998         2000          500(6)                0.09%
Attorney, 1972 - current; Shareholder
and partner McCollum, Oberhausen &
Tuck, LLP, 1997 - current.


Class III Directors
-------------------

Larry A. Kent, Age 46                                  1996         2001       69,282(7)               12.01%
President 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.

                                                           3

<PAGE>



H. Frederick Keiber, MD, Age 53                        1998         2001        2,000(8)                0.35%
Ophthalmologist and Owner Keiber Eye
Center 1975 - current; majority owner
Keiber Optical Company 1983 - current;
Majority owner Surgical Center of Central
Florida 1989 - current.

</TABLE>

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

(1)      Percentage  computed on 464,791  shares  issued and  outstanding,  plus
         100,150 shares subject to presently exercisable stock purchase warrants
         issued  in  connection  with the  Company's  stock  offering  and 2,500
         presently  exercisable stock options for a total of 576,941  beneficial
         shares.

(2)      Includes 1,500 shares subject to presently  exercisable  stock purchase
         warrants  issued  in  connection  with  the  Company's   initial  stock
         offering,  2,500 presently  exercisable  stock options and 1,500 shares
         owned individually.

(3)      Includes 10,000 shares subject to presently  exercisable stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 10,000 shares owned individually.

(4)      Includes 500 shares  subject to presently  exercisable  stock  purchase
         warrants issued in connection with the Company's initial stock offering
         and 5,000 shares owned individually.

(5)      Includes 52,509 shares subject to presently  exercisable stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 52,509 shares owned individually. Includes 250 shares owned by Mr.
         Peacock's wife, Myrtice Peacock.

(6)      Includes 250 shares  subject to presently  exercisable  stock  purchase
         warrants issued in connection with the Company's initial stock offering
         and 250 shares owned individually.

(7)      Includes 34,641 shares subject to presently  exercisable stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 34,641 shares owned individually.

(8)      Includes 1,000 shares subject to presently  exercisable  stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 1,000 shares owned individually.


Board of Directors Meetings

         During the year ended  December 31, 1998, the Board of Directors held 9
meetings.  All but two directors of the Company,  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, 1998 and neither TCB nor the Bank  currently  pays
Directors any fees or other compensation.







                                        4

<PAGE>



Executive Compensation
<TABLE>
<CAPTION>


                                                   Summary Compensation Table
                                                                                               Long-term
                                                       Annual Compensation                    compensation
                                                       -------------------                    ------------
        Name and                                                         Other annual           Stock            All other
   principal position        Year        Salary(1)        Bonus          compensation          options         compensation
   ------------------        ----        ---------        -----          ------------          -------         ------------
<S>                          <C>          <C>           <C>                    <C>               <C>                 <C>
Gary G. Campbell             1998         $   93,681       N/A                 -                 10,000              0
President & CEO              1997         $   75,000    $ 5,000                -                      0              0

--------------------------------
</TABLE>

(1)  Mr. Campbell's base salary for 1999 is $105,000 per year.


         Robert M. Montgomery, President and Chief Executive Officer of the Bank
will receive a base salary of $100,000 per year beginning January, 1999.

Benefits

         Insurance:   TCB's  full-time   officers  and  employees  are  provided
hospitalization, major medical, short and long-term disability, dental insurance
and term life  insurance  under group plans on  generally  the same basis to 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,  1998
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, 1998.


                           [TABLE SHOWN ON NEXT PAGE]


                                        5

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<TABLE>
<CAPTION>

                                                                           Largest
                                                                            Amount              Balance
                                                         Maturity         Outstanding            as of
                                          Date of         Date of        from January          December         Interest
                 Name                      Loan            Loan             1, 1998            31, 1998           Rate        Type
              ----------                 --------        --------       ---------------      ------------       --------     -----
<S>                                      <C>             <C>                  <C>                <C>              <C>           
         Stanley S. Bronski              07/01/98        04/01/99              68,350             68,350           8.75%     CLCU
            J S Associates               01/14/98        11/28/03             628,911            628,911           8.75%     CLR
                                                                              -------            -------
                  Total                                                       697,261            697,261
                                                                              =======            =======
         Gary G. Campbell                12/22/97        01/01/28             144,976            143,737           7.50%      ML
                                         12/18/98        12/15/00               4,100              4,100          11.00%      CL
                                                                            ---------          ---------
                  Total                                                       149,076            147,837
                                                                              =======            =======
         Richard R. Dwyer                01/09/98        03/09/99             320,000            320,000           8.75%      CLR
                                         05/18/98        03/31/99             100,000             68,637           8.75%      CLCU
                                                                              -------           --------
                  Total                                                       420,000            388,637
                                                                              =======            =======
         Lawrence A. Kent                11/25/97        03/31/99             150,000            150,000           8.75%      CLCU

         James R. Peacock                10/17/97        03/31/99             300,000            300,000           8.75%      CLCU
                                         06/10/98        05/01/99             175,000            175,000           8.75%      CLCU
           Peacock Chrysler
              Plymouth Dodge Jeep        10/06/98        04/06/99             150,000            150,000           8.75%      CLCU
                                                                              -------            -------
                  Total                                                       625,000            625,000
                                                                              =======            =======
         Clarence W. Singletary          11/25/97        03/31/99             114,121            114,121           8.75%      CLCU
           Singletary-Merrell
              Partnership                11/21/97        03/31/99             128,541            128,541           8.75%      CLCU
           Merrecull, Inc.               08/28/98        08/28/99             202,031            202,031           8.75%      CLCS
                                                                              -------            -------
                  Total                                                       444,693            444,693
                                                                              =======            =======
</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:  (i)  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 (ii) 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.








                                        6

<PAGE>



                  PROPOSAL II - RATIFICATION OF APPOINTMENT OF
                AUDITORS FOR FISCAL YEAR ENDING DECEMBER, 31 1999

         TCB's independent auditors for the fiscal year ended December 31, 1998,
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, 1999, 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, 1999.
--------------------------------------------------------------------------------

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,  telegraph 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 22, 1999.
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.

Annual Report

         A copy of the  Company's  1998  Annual  Report  accompanies  this Proxy
Statement.






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<PAGE>


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 31, 1999



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