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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, 2008.
 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  Common Shares, no par value
 Yes o No þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-Accelerated filer o
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Form 10-K.




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INDEX
 PagePART IItem 1.Description of Business
    
    
    3Item 1A.Risk Factors
    
    
    9Item 1B.Unresolved Staff Comments
    
    
    13Item 2.Properties
    
    
    13Item 3.Legal Proceedings
    
    
    14Item 4.Submission of Matters to a Vote of Security Holders
    
    
    14PART IIItem 5.Market for Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
    
    
    14Item 6.Selected Financial Data
    
    
    15Item 7.Managements Discussion and Analysis of Financial Condition
and Results of Operation
    
    
    15Item 7A.Quantitative and Qualitative Disclosures about Market Risk
    
    
    15Item 8.Financial Statements and Supplementary Data
    
    
    15Item 9.Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    15Item 9A.Controls and Procedures
    
    
    15Item 9B.Other Information
    
    
    16PART IIIItem 10.Directors and Executive Officers of the Registrant
    
    
    16Item 11.Executive Compensation
    
    
    16Item 12.Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    16Item 13.Certain Relationships and Related Transactions
    
    
    17Item 14.Principal Accountant Fees and Services
    
    
    17PART IVItem 15.Exhibits and Financial Statement Schedules
    
    
    17Signatures
    
    
    20Exhibit 13Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I
 
 ITEM 1  DESCRIPTION OF BUSINESS
 General
      3




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Competition in Financial Services
 th
  Employees
  Supervision and Regulation
 General
   Regulatory Agencies
   The Holding Company
   4




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The Bank
 General.
  Deposit Insurance.
   5




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Capital Requirements.
      6




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Dividends.
  Branching Authority
  Affiliate Transactions.
  Depositor Preference.
  Privacy Provisions of Gramm-Leach-Bliley Act.
  Anti-Money Laundering Provisions of the USA Patriot Act of 2001.
   7




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Fiscal and Monetary Policies.
  Additional and Pending Regulation.
   The Credit Crisis and the Emergency Economic Stabilization Act of 2008
    8




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Statistical Disclosures
  AnnualReportPageReturn on Equity and Assets
    
    
    2Volume / Rate Analysis
    
    
    8Distribution of Assets, Liabilities and Shareholders Equity
    
    
    9Loan Portfolio
    
    
    11Summary of Loan Loss Experience
    
    
    1113Investment Portfolio
    
    
    14Deposits
    
    
    15
 http://www.sec.gov www.csbanking.com
 
 ITEM 1A  RISK FACTORS
  The Corporation is Subject to Interest Rate Risk
   9




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The Corporation is Subject to Lending Risk
   The Corporations Allowance For Loan and Lease Losses May Be Insufficient
   10




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The Corporations Profitability Depends Significantly on Economic Conditions in North Central Ohio
  The Corporation Operates In A Highly Competitive Industry and Market Area
  
    
    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 Corporations market position.
    
    The scope, relevance and pricing of products and services offered to meet customer needs and
demands.
    
    The rate at which the Corporation introduces new products and services relative to its
competitors.
    
    Customer satisfaction with the Corporations level of service.
    
    Industry and general economic trends.
  The Corporation Is Subject To Extensive Government Regulation and Supervision
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The Corporations Controls and Procedures May Fail or Be Circumvented
  The Corporation Relies on Dividends From Its Subsidiaries For Most Of Its Revenue
   The Corporation May Not Be Able To Attract and Retain Skilled People
  The Corporations Information Systems May Experience An Interruption Or Breach In Security
   12




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The Corporation Continually Encounters Technological Change
  The Corporation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.
  
 ITEM 2  PROPERTIES
  Location
    
    Description1.
    
    Main Office
118 S. Sandusky Ave.
Upper Sandusky, Ohio 43351
    
    Two story building built in the early 1900s
and remodeled in 1991.2.
    
    Carey Office
128 S. Vance Street
Carey, OH 43316
    
    One story building built and opened in 1973,
and remodeled in 2007.3.
    
    Harpster Office 
17480 Cherokee Street
Harpster, OH 43323
    
    One story building purchased in 1978.4.
    
    North Drive-In Office 
400 N. Sandusky Avenue
Upper Sandusky, OH 43351
    
    One story drive in office opened in 1981.5.
    
    Marion Barks Road Office
170 Barks Road East 
Marion, OH 43302
    
    One story building purchased, renovated,
and opened in 1988.6.
    
    Findlay Tiffin Avenue Office
1600 Tiffin Avenue
Findlay, OH 45840
    
    One story building purchased in 1992. The
building was renovated in 1999 to add
more office space.7.
    
    Marion Jamesway Office
279 Jamesway 
Marion, OH 43302
    
    One story building constructed and opened
in 19968.
    
    Findlay Lincoln Street Office
201 Lincoln Street
Findlay, OH 45840
    
    One story building purchased in 1999 and
opened in 2000.9.
    
    Operations Center
245 Tarhee Trail
Upper Sandusky, OH 43351
    
    One story building constructed and opened
in 2006.
   13




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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 NumberTotal Number of
    
    
    (or ApproximateTotal
    
    
    
    
    
    
    Shares Purchased as
    
    
    Dollar Value)Number
    
    
    Average
    
    
    Part of Publicly
    
    
    of Shares that May Yetof Shares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    be Purchased UnderPeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    the Plans or ProgramsOctober 1, 2008  October 31, 2008
    
    
    -0-
    
    
    
    n/a
    
    
    
    -0-
    
    
    
    23,548November 1, 2008  November 30, 2008
    
    
    -0-
    
    
    
    n/a
    
    
    
    -0-
    
    
    
    23,548December 1, 2008  December 31, 2008
    
    
    -0-
    
    
    
    n/a
    
    
    
    -0-
    
    
    
    23,548Total
    
    
    -0-
    
    
    
    n/a
    
    
    
    -0-
    
    
    
    23,548
  14




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ITEM 6  SELECTED FINANCIAL DATA
  
 ITEM 7  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
  
 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
   15




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Internal Control  Integrated Framework Internal Control  Integrated Framework
 
 ITEM 9B  OTHER INFORMATION
  
 PART III
 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   
 ITEM 11  EXECUTIVE COMPENSATION
  
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   16




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Number of securitiesremaining available forNumber of securities to be
    
    
    Weighted-average
    
    
    future issuance underissued upon exercise of
    
    
    exercise price of
    
    
    equity compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column[a])(a)
    
    
    (b)
    
    
    (c)Equity Compensation
plans approved
by security
holders
    
    
    6,602
    
    
    $
    24.59
    
    
    
    -0-
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 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 March 13, 2009 appear on pages 21 through 42 of the Commercial Bancshares, Inc. 2008
Annual Report and are incorporated herein by reference.
 1.
    
    Financial StatementsConsolidated Balance Sheets
December 31, 2008 and 2007Consolidated Statements of Income for the Years Ended
December 31, 2008, 2007 and 2006Consolidated Statements of Shareholders Equity for the Years Ended
December 31, 2008, 2007 and 2006Consolidated Statements of Cash Flows for the Years Ended
December 31, 2008, 2007 and 2006Notes to Consolidated Financial Statements for the Years Ended
December 31, 2008, 2007 and 2006Report 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.
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(b) EXHIBITS
 Exhibit Number
    
    Description of Document2
    
    
    Purchase and Assumption Agreement dated May 12, 2008 (incorporated by reference
to Registrants Form 8-K filed on May 14, 2008)3.1
    .a
    
    Amended Articles of Incorporation of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)3.1
    .b
    
    Amendment to the Corporations Amended Articles of Incorporation to increase the
number of shares authorized for issuance to 4,000,000 common shares, no parvalue (incorporated by reference to Appendix I to Registrants Definitive
Proxy Statement filed March 13, 1997)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
Form S-8, as filed with the SEC on March 17, 1999)10.3
    
    
    Executive Employment Contract with Robert E. Beach dated November 1, 2007
(incorporated by reference to Exhibit 10 to Registrants Form 8-K filed
November 7, 2007)10.4
    
    
    Executive Employment Contract with Scott A. Oboy, dated June 8, 2005
(incorporated by reference to Exhibit 10.5 to Registrants Form 10-K filed
March 31, 2006)10.5
    
    
    Confidential Separation Agreement and General Release with Philip W. Kinley,
dated June 30, 2007 (incorporated by reference to Exhibit 10.5 to Registrants Form 10-K
filed March 31, 2008)10.6
    
    
    Commercial Bancshares Inc. Supplemental Executive Retirement Plan (incorporated
by reference to Exhibit 10.3 to Registrants Form 10-K filed
March 31, 2005)
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Exhibit Number
    
    Description of Document10.7
    
    
    Executive Employment Contract with Steven M. Strine dated March 3, 2008
(incorporated by reference to Exhibit 10 to Registrants Form 8-K filed March 31, 2008)13
    
    
    Annual Report to Shareholders for the Year Ended 200821
    
    
    Subsidiaries of the Registrant23
    
    
    Consent of Plante & Moran, PLLC31.1
    
    
    Rule 13a-14(a) Certification (CEO)31.2
    
    
    Rule 13a-14(a) Certification (CFO)32.1
    
    
    Section 1350 Certification (CEO)32.2
    
    
    Section 1350 Certification (CFO)
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SIGNATURES
  03/31/2009
    COMMERCIAL BANCSHARES, INC.Date
    By:
    /s/ ROBERT E. BEACHRobert E. Beach, President and CEO 
 Signatures
    
    Signatures/s/ ROBERT E. BEACH
    
    /s/ MARK DILLONRobert E. Beach
    
    Mark DillonPresident and Principal Executive Officer
    
    Director/s/ SCOTT A. OBOY
    
    /s/ DEBORAH J. GRAFMILLERScott A. Oboy
    
    Deborah J. GrafmillerExecutive Vice President and Chief Financial Officer
    
    Director/s/ MICHAEL A. SHOPE
    
    /s/ KURT D. KIMMELMichael A. Shope
    
    Kurt D. KimmelDirector, Chairman of the Board
    
    Director/s/ STANLEY K. KINNETT
    
    /s/ RICHARD SHEAFFERStanley K. Kinnett
    
    Richard SheafferDirector, Vice Chairman of the Board
    
    Director/s/ DANIEL E. BERG
    
    /s/ LYNN R. CHILDDaniel E. Berg
    
    Lynn R. ChildDirector
    
    Director/s/ J. WILLIAM BREMYER
    
    /s/ LEE M. SISLERJ. William Bremyer
    
    Lee M. SislerDirector
    
    Director
  20




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EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document13
    
    
    Annual Report to Shareholders for the Year Ended 200821
    
    
    Subsidiaries of the Registrant23
    
    
    Consent of Plante & Moran, PLLC31.1
    
    
    Rule 13a-14(a) Certification (CEO)31.2
    
    
    Rule 13a-14(a) Certification (CFO)32.1
    
    
    Section 1350 Certification (CEO)32.2
    
    
    Section 1350 Certification (CFO)
  21