U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

 X   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934


For the quarterly period ended March 31, 2000

     Transition report under Section 13 or 15(d) of the Exchange Act
----

For the transition period from           to
                               ---------

Commission file number 333-19201
                       ---------

                          THE COMMERCIAL BANCORP, INC.
                          ----------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Florida                                           59-3396236
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)

                               258 North Nova Road
                           Ormond Beach, Florida 32174
                    (Address of Principal Executive Offices)

                                 (904) 672-3003
                (Issuer's Telephone Number, Including Area Code)

           ____________________________________________________________
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

   Check  whether  the  issuer:  (1) filed all  reports  required to be filed by
Section  12, 13 or 15(d) of the  Exchange  Act during the past 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
    ---

   State the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date;

Common stock, par value $.01 per share                   487,291 shares
--------------------------------------            ----------------------------
             (class)                              Outstanding at April 7, 2000


Transitional Small Business Format (Check One):  YES        NO   X
                                                    ----       ----







<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                                      INDEX

PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                           Page

     Condensed Consolidated Balance Sheets -
       At March 31, 2000 (Unaudited) and At December 31, 1999................2

     Condensed Consolidated Statements of Operations (Unaudited) -
       Three Months ended March 31, 2000 and 1999............................3

     Condensed Consolidated Statement of Changes in Stockholders'
       Equity (Unaudited) -
       Three Months ended March 31, 2000.....................................4

     Condensed Consolidated Statements of Cash Flows (Unaudited) -
       Three Months ended March 31, 2000 and 1999............................5

     Notes to Condensed Consolidated Financial Statements (Unaudited)......6-7

     Review by Independent Certified Public Accountants......................8

     Report on Review by Independent Certified Public Accountants............9

   Item 2. Management's Discussion and Analysis of Financial Condition

     and Results of Operations...........................................10-11

   Item 3. Quantitative and Qualitative Disclosures About Market Risk.......12

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings...............................................12

   Item 6.  Exhibits and Reports on Form 8-K................................12

SIGNATURES..................................................................13


                                       1
<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets

                                                                                                       At
                                                                                          March 31,        December 31,
    Assets                                                                                  2000               1999
                                                                                            ----               ----
                                                                                         (unaudited)

<S>                                                                                   <C>                      <C>
Cash and due from banks.........................................................      $     784,845            766,972
Federal funds sold  ............................................................          1,298,335          1,051,995
                                                                                         ----------         ----------

            Total cash and cash equivalents.....................................          2,083,180          1,818,967

Securities available for sale...................................................         11,154,604          7,897,493
Loans receivable, net of allowance for loan losses of $290,000
    in 2000 and 1999............................................................         14,967,585         14,372,913
Accrued interest receivable.....................................................            172,405            146,202
Premises and equipment, net.....................................................            715,418            519,639
Federal Home Loan Bank stock, at cost...........................................             88,300             64,500
Deferred tax asset  ............................................................            887,111            862,611
Other assets        ............................................................             45,480             49,819
                                                                                         ----------         ----------

            Total assets........................................................       $ 30,114,083         25,732,144
                                                                                         ==========         ==========

    Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits.........................................          1,522,582          1,098,188
    Savings and NOW deposits....................................................          5,324,212          4,974,284
    Money-market deposits.......................................................            239,379            226,115
    Time deposits   ............................................................         18,584,164         14,921,394
                                                                                         ----------         ----------

            Total deposits......................................................         25,670,337         21,219,981

    Advance from Federal Home Loan Bank.........................................          1,000,000          1,000,000
    Official checks ............................................................             60,612            112,738
    Accrued interest payable and other liabilities..............................             73,819            103,098
                                                                                         ----------         ----------

            Total liabilities...................................................         26,804,768         22,435,817
                                                                                         ----------         ----------

Stockholders' equity:
    Common stock, $.01 par value; 10,000,000 shares authorized,
        480,991 in 2000 and 475,491 in 1999 shares
        issued and outstanding..................................................              4,810              4,755
    Additional paid-in capital..................................................          4,790,380          4,735,435
    Accumulated deficit.........................................................         (1,384,154)        (1,364,936)
    Accumulated other comprehensive income (loss)...............................           (101,721)           (78,927)
                                                                                         ----------         ----------

            Total stockholders' equity..........................................          3,309,315          3,296,327
                                                                                         ----------         ----------

            Total liabilities and stockholders' equity..........................       $ 30,114,083         25,732,144
                                                                                         ==========         ==========



See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       2

<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

           Condensed Consolidated Statements of Operations (Unaudited)

                                                                                              Three Months Ended
                                                                                                  March 31,

                                                                                               2000            1999
                                                                                               ----            ----
Interest income:
<S>                                                                                         <C>               <C>
    Loans receivable....................................................................    $ 343,947         242,218
    Securities..........................................................................      157,254          31,420
    Other interest-earning assets.......................................................       12,669          43,177
                                                                                              -------         -------

            Total interest income.......................................................      513,870         316,815
                                                                                              -------         -------

Interest expense:
    Deposits............................................................................      274,821         178,926
    Borrowings..........................................................................       16,693          19,054
                                                                                              -------         -------

            Total interest expense......................................................      291,514         197,980
                                                                                              -------         -------

            Net interest income ........................................................      222,356         118,835

Provision for loan losses...............................................................         -             27,000
                                                                                              -------         -------
            Net interest income after provision for
              loan losses...............................................................      222,356          91,835
                                                                                              -------         -------
Noninterest income-
    Service charges and fees............................................................       17,525          11,341
                                                                                              -------         -------

Noninterest expense:
    Salaries and employee benefits......................................................      130,817         165,716
    Occupancy expense...................................................................       63,316          55,195
    Professional fees...................................................................       18,096          29,181
    Advertising.........................................................................       13,994           1,511
    Data processing.....................................................................       10,789           5,447
    Other...............................................................................       33,687          48,573
                                                                                              -------         -------

            Total noninterest expense...................................................      270,699         305,623
                                                                                              -------         -------

Loss before income tax benefit..........................................................      (30,818)       (202,447)

            Income tax benefit..........................................................      (11,600)        (76,200)
                                                                                              -------         -------

Net loss................................................................................    $ (19,218)       (126,247)
                                                                                              =======         =======

Loss per share, basic and diluted.......................................................    $    (.04)          (.27)
                                                                                              =======         =======

Dividends per share.....................................................................    $    -               -
                                                                                              =======         =======

Weighted-average number of shares outstanding for
    basic and diluted...................................................................      476,491         464,916
                                                                                              =======         =======





See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                       3
<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

       Condensed Consolidated Statement of Changes in Stockholders' Equity

                  Three Months Ended March 31, 2000 (Unaudited)


                                                                                                     Accumulated
                                                                                                       Other
                                                                                                      Compre-
                                                 Common Stock          Additional                     hensive        Total
                                               -------------------      Paid-In      Accumulated      Income      Stockholders'
                                               Shares        Amount     Capital       Deficit          (Loss)       Equity
                                               ------        ------    -----------   -----------     ----------   -------------

<S>                 <C> <C>                   <C>          <C>          <C>            <C>            <C>            <C>
Balance at December 31, 1999..............    475,491      $ 4,755      4,735,435      (1,364,936)    (78,927)       3,296,327
                                                                                                                     ---------

Comprehensive income:
     Net loss (unaudited).................       -             -             -            (19,218)       -             (19,218)

     Net change in unrealized loss on
         securities available for sale,
         net of tax of $12,900
         (unaudited)......................       -             -             -               -        (22,794)         (22,794)
                                                                                                                     ---------

     Comprehensive income (loss)
         (unaudited)......................                                                                             (42,012)
                                                                                                                     ---------

Issuance of 5,500 shares of common
     stock upon exercise of 5,500
     warrants (unaudited).................      5,500           55         54,945            -           -              55,000
                                              -------        -----      ---------       ---------     -------        ---------

Balance at March 31, 2000 (unaudited).....    480,991      $ 4,810      4,790,380      (1,384,154)   (101,721)       3,309,315
                                              =======        =====      =========       =========     =======        =========






















See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       4

<PAGE>

<TABLE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

           Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                              Three Months Ended
                                                                                                     March 31,

                                                                                              2000             1999
                                                                                              ----             ----
Cash flows from operating activities:

<S>                                                                                      <C>                 <C>
    Net loss.........................................................................    $   (19,218)        (126,247)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation and amortization................................................         25,446           21,742
        Provision for loan losses....................................................           -              27,000
        Credit for deferred income taxes.............................................        (11,600)         (76,200)
        Net amortization of fees, costs, premiums and discounts......................          6,441           20,904
        (Increase) decrease in accrued interest receivable and
          other assets...............................................................        (21,864)          12,906
        Decrease in official checks, accrued interest
          payable and other liabilities..............................................        (81,405)          (6,368)
                                                                                          ----------        ---------

        Net cash used in operating activities........................................       (102,200)        (126,263)
                                                                                          ----------        ---------

Cash flows from investing activities:

    Purchases of securities available for sale.......................................     (3,461,190)            -
    Principal repayments on securities available for sale............................        161,650          768,061
    Net increase in loans............................................................       (594,378)        (662,480)
    Purchase of premises and equipment...............................................       (221,225)         (12,781)
    Purchase of Federal Home Loan Bank stock.........................................        (23,800)         (14,500)
                                                                                          ----------        ---------

        Net cash (used in) provided by investing activities..........................     (4,138,943)          78,300
                                                                                          ----------        ---------

Cash flows from financing activities:

    Net increase (decrease) in deposits..............................................      4,450,356       (1,580,805)
    Net increase in other borrowings.................................................         -                42,500
    Proceeds from issuance of common stock upon exercise of
        warrants.....................................................................         55,000           22,500
                                                                                          ----------        ---------

        Net cash provided by (used in) financing activities..........................      4,505,356       (1,515,805)
                                                                                          ----------        ---------

Net increase (decrease) in cash and cash equivalents.................................        264,213       (1,563,768)

Cash and cash equivalents at beginning of period.....................................      1,818,967        4,948,505
                                                                                          ----------        ---------

Cash and cash equivalents at end of period...........................................   $  2,083,180        3,384,737
                                                                                          ==========        =========

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
        Interest.....................................................................   $    280,570          200,616
                                                                                          ==========        =========

        Income taxes.................................................................   $       -                -
                                                                                          ==========        =========

    Noncash transaction-
        Accumulated other comprehensive income (loss), net change
          in unrealized loss on securities available for sale,
          net of tax.................................................................   $    (22,794)           6,329
                                                                                          ==========        =========



See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       5

<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (Unaudited)

(1)  General  Description and Basis of Presentation.  The Commercial Bancorp,
        Inc. (the "Holding  Company") was  incorporated  on August 15, 1996. The
        Holding  Company  owns  100%  of the  outstanding  common  stock  of The
        Commercial Bank of Volusia County (the "Bank")  (together,  "TCB").  The
        Holding Company was organized  simultaneously with the Bank and its only
        business  is the  ownership  and  operation  of the Bank.  The Bank is a
        Florida state-chartered  commercial bank and its deposits are insured by
        the Federal Deposit Insurance Corporation.  The Bank opened for business
        on  October  14,  1997,  and  provides a variety  of  community  banking
        services to businesses and individuals in Volusia County, Florida.

        In the opinion of the  management  of TCB,  the  accompanying  condensed
        consolidated financial statements contain all adjustments (consisting of
        normal  recurring  accruals)  necessary to present  fairly the financial
        position at March 31, 2000 and the results of operations  and cash flows
        for the three  months  ended  March 31,  2000 and 1999.  The  results of
        operations  and other data for the three months ended March 31, 2000 are
        not necessarily  indicative of results that may be expected for the year
        ending December 31, 2000.

        The condensed  consolidated financial statements include the accounts of
        the Holding Company and the Bank. All significant  intercompany accounts
        and transactions have been eliminated in consolidation.

(2)  Loan Impairment and Loan Losses.  The average net investment in impaired
        loans and interest  income  recognized and received on impaired loans is
        as follows:
<TABLE>

                                                                      Three Months Ended
                                                                           March 31,

                                                                      2000           1999
                                                                      ----           ----

<S>                                                             <C>                <C>
         Average net investment in impaired loans...............$      -           599,513
                                                                  ===========      =======

         Interest income recognized on impaired loans...........$      -              -
                                                                  ===========      =======

         Interest income received on impaired loans.............$      -              -
                                                                  ===========      =======
</TABLE>

        No  loans  were  identified  as  impaired  by TCB at March  31,  2000 or
December 31, 1999.

        The activity in the allowance for loan losses was as follows:

                                                         Three Months Ended
                                                             March 31,

                                                         2000           1999
                                                         ----           ----

           Balance at beginning of period............. $ 290,000      760,000
           Provision for loan losses..................      -          27,000
                                                         -------      -------

           Balance at end of period................... $ 290,000      787,000
                                                         =======      =======

(3) Loss Per  Share.  Basic and  diluted  loss per share  are the same and have
        been  computed  on the basis of the weighted-average number of shares of
        common stock  outstanding.  TCB"s common  stock  equivalents  are not
        dilutive.
                                                                  (continued)

                                       6
<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(4)    Regulatory Matters. The Bank is subject to various regulatory capital
           requirements  administered by various  regulatory  banking  agencies.
           Failure to meet minimum  capital  requirements  can initiate  certain
           mandatory and possibly additional discretionary actions by regulators
           that, if  undertaken,  could have a direct  material  effect on TCB's
           financial  statements.  Under  capital  adequacy  guidelines  and the
           regulatory framework for prompt corrective action, the Bank must meet
           specific capital guidelines that involve quantitative measures of the
           Bank's assets,  liabilities,  and certain  off-balance-sheet items as
           calculated under regulatory accounting practices.  The Bank's capital
           amounts and classification are also subject to qualitative judgements
           by the  regulators  about  components,  risk  weightings,  and  other
           factors.

           Quantitative  measures  established  by regulation to ensure  capital
           adequacy require the Bank to maintain minimum amounts and percentages
           (set  forth in the  table  below)  of total  and Tier I  capital  (as
           defined in the regulations) to risk-weighted assets (as defined), and
           of Tier I capital  (as  defined)  to  average  assets  (as  defined).
           Management  believes,  at March 31, 2000,  that the Company meets all
           capital adequacy requirements to which it is subject.

           As  of  March  31,  2000,  the  most  recent  notification  from  the
           regulatory authorities categorized the Bank as well capitalized under
           the  regulatory   framework  for  prompt  corrective  action.  To  be
           categorized as well capitalized, the Bank must maintain minimum total
           risk-based, Tier I risk-based, and Tier I leverage percentages as set
           forth in the  table.  There are no  conditions  or events  since that
           notification  that  management   believes  have  changed  the  Bank's
           category.  The Bank's actual capital amounts and percentages are also
           presented in the table (dollars in thousands).
<TABLE>

                                                                                                    To Be Well
                                                                           Minimum               Capitalized Under
                                                                         For Capital             Prompt Corrective
                                              Actual                 Adequacy Purposes:          Action Provisions:
                                       ---------------------        --------------------        ---------------------
                                       Amount            %          Amount           %          Amount            %
                                       ------          -----        ------         -----        ------          -----
     At March 31, 2000:
         <S>                          <C>               <C>       <C>               <C>         <C>             <C>
         Total capital (to Risk-
         Weighted Assets)...........  $ 2,757           17.2%     $ 1,284           8.0%        $ 1,605         10.0%
         Tier I Capital (to Risk-
         Weighted Assets)...........    2,555           15.9          642           4.0             963          6.0
         Tier I Capital
         (to Average Assets)........    2,555            9.6        1,066           4.0           1,332          5.0
</TABLE>

(5)  Other  Events.  In March 2000,  TCB  purchased  a parcel of land for
         approximately $225,000 in Port Orange, Florida for a future branch site

(6)  Year 2000 Issues. TCB's operating and financial systems have been found
         to be compliant;  the "Y2K Problem" has not  adversely  affected  TCB's
         operations nor does management expect that it will.

                                       7
<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

               Review by Independent Certified Public Accountants

Hacker,   Johnson,   Cohen  &  Grieb  PA,  TCB's  independent  certified  public
accountants,  have made a limited  review of the financial  data as of March 31,
2000, and for the three-month periods ended March 31, 2000 and 1999 presented in
this  document,  in  accordance  with  standards  established  by  the  American
Institute of Certified Public Accountants.

Their  report  furnished  pursuant to Article 10 of  Regulation  S-X is included
herein.


















                                       8
<PAGE>



          Report on Review by Independent Certified Public Accountants

The Board of Directors
The Commercial Bancorp, Inc.
Ormond Beach, Florida:

     We have reviewed the accompanying  condensed  consolidated balance sheet of
The Commercial  Bancorp,  Inc. and Subsidiary  ("TCB") as of March 31, 2000, and
the related condensed  consolidated  statements of operations and cash flows for
the  three-month  periods  ended  March  31,  2000 and 1999,  and the  condensed
consolidated  statement of changes in  stockholders'  equity for the three-month
period ended March 31, 2000. These financial  statements are the  responsibility
of TCB's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the condensed  consolidated  financial  statements referred to
above  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.

     We have previously  audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance  sheet as of December 31,  1999,  and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for the year then ended (not presented herein); and in our report
dated February 1, 2000 we expressed an unqualified opinion on those consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  consolidated  balance sheet as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
April 11, 2000





                                       9
<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                  Item 2. Management's Discussion and Analysis
                of Financial Condition and Results of Operations

     Comparison of March 31, 2000 and 1999 (Unaudited) and December 31, 1999

General

     The  Holding  Company  was  incorporated  on August 15,  1996.  The Holding
     Company owns 100% of the outstanding  common stock of the Bank. The Holding
     Company was organized simultaneously with the Bank and its only business is
     the  ownership   and  operation  of  the  Bank.   The  Bank  is  a  Florida
     state-chartered commercial bank and its deposits are insured by the Federal
     Deposit Insurance Corporation.  The Bank opened for business on October 14,
     1997,  and provides a variety of community  banking  services to businesses
     and individuals in Volusia County, Florida.

New Bank Charter and Planned Public Offering

    During 1998, TCB along with a group of local  organizers made application to
    the state of  Florida  for a bank  charter  in  Highlands  County,  Florida.
    Management  planned  to raise  the  capital  for the new bank  from a public
    offering  of  TCB's  common  stock.   In  early  1999,  TCB  withdrew  their
    application and the local  organizers from Highlands  County  ("Organizers")
    elected to continue without TCB. Because of this,  management terminated its
    planned public offering and charged-off $88,986 in prepaid offering expenses
    during 1998.  During 1999, TCB and the Organizers  entered into a settlement
    agreement in which the Organizers  paid TCB $402,993 in proceeds,  including
    repayment  of debt and for certain  premises  and  equipment  and as partial
    reimbursement of organization expenses.

Liquidity and Capital Resources

     TCB's  primary  source of cash during the three months ended March 31, 2000
     was  from a net  increase  in  deposits  of $4.5  million.  Cash  was  used
     primarily to purchase securities  available for sale of $3.5 million and to
     fund  loan  originations,  net of  principal  repayments  of  approximately
     $600,000.  At  March  31,  2000,  TCB  had  unfunded  lines  of  credit  of
     approximately $1.5 million and approximately $18.4 million in time deposits
     maturing in one year or less.  At March 31,  2000,  the Bank  exceeded  its
     regulatory liquidity requirements.

   The  following  table shows  selected  ratios for the periods ended or at the
dates indicated:
<TABLE>

                                                                    Three Months                          Three Months
                                                                       Ended          Year Ended              Ended
                                                                     March 31,        December 31,          March 31,
                                                                       2000              1999                  1999
                                                                  ---------------   ---------------        ------------
        <S>                                                                <C>               <C>                <C>
        Average equity as a percentage
           of average assets......................................         11.99%            14.87%             15.30%

        Total equity to total assets at end of period.............         10.99%            12.81%             15.77%

        Return on average assets (1)..............................         (.28)%              .03%            (2.41)%

        Return on average equity (1)..............................        (2.33)%              .18%           (15.74)%

        Noninterest expense to average assets (1).................          3.94%             4.91%              5.83%

        Nonperforming loans and foreclosed
           real estate as a percentage of total assets
           at end of period.......................................          -   %             -   %              6.42%

        Allowance for loan losses as a percentage of
           total loans at end of period...........................          1.90%             1.98%              6.06%


<FN>
        (1)  Annualized for the three months ended March 31, 2000 and 1999.
</FN>
</TABLE>
                                       10

<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

Results of Operations

       Comparison of the Three-Month Periods Ended March 31, 2000 and 1999

   General.  Net loss for the three months ended March 31, 2000 was $19,218,  or
      $.04 per basic and  diluted  share,  compared  to a net loss for the three
      months  ended  March 31, 1999 of  $126,247,  or $.27 per basic and diluted
      share.

   Interest Income. Interest income increased $197,055 or 62.2%, to $513,870 for
      the three months  ended March 31, 2000 from  $316,815 for the three months
      ended March 31, 1999.  Interest income earned on loans increased  $101,729
      or  42.0%  to  $343,947  in 2000  due to  increases  in the  average  loan
      portfolio  balance to $15.2  million for the three  months ended March 31,
      2000 from $12.1  million  for the  comparable  period in 1999,  and in the
      average yield earned to 9.03% in 2000 from 7.99% in 1999.

   Interest Expense.  Interest expense  increased  $93,534 or 47.2%, to $291,514
      for the three  months  ended  March 31, 2000 from  $197,980  for the three
      months  ended  March 31,  1999.  Interest  expense on  deposits  increased
      $95,895 due to increases in average  balance of deposits to $21.2  million
      for the three  months  ended  March 31,  2000 from $15.3  million  for the
      comparable  period in 1999,  and in the average cost from 4.67% in 1999 to
      5.19% in 2000.

   Provision  for Loan  Losses.  The  provision  for loan  losses is  charged to
      earnings to increase the total allowance to a level deemed  appropriate by
      management  and is based upon the volume and type of lending  conducted by
      TCB,  industry  standards,  the amount of nonperforming  loans and general
      economic  conditions,  particularly  as they relate to TCB's market areas,
      and other factors related to the  collectibility  of TCB's loan portfolio.
      TCB did not record a provision  for loan losses for the three months ended
      March 31, 2000 and the allowance for loan losses was $290,000 at March 31,
      2000. Management believes the allowance is adequate at March 31, 2000.

   Noninterest  Expense.  Noninterest  expense  decreased  $34,924  or  11.4% to
      $270,699 for the three  months  ended March 31, 2000  compared to $305,623
      for the three months ended March 31, 1999. This decrease was mainly due to
      the expenses  relating to the Highlands County new bank charter  withdrawn
      during 1999.  Salaries and employee  benefits was the largest  noninterest
      expense, decreasing to $130,817 from $165,716 in the 1999 period.

   Income Tax  Benefit.  The income tax benefit for the three months ended March
      31, 2000 was $11,600 (an effective rate of 37.6%)  compared to $76,200 (an
      effective rate of 37.6%) for the three months ended March 31, 1999.

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<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates.
TCB's  market risk arises  primarily  from  interest  rate risk  inherent in its
lending  and  deposit  taking  activities.  TCB has no risk  related  to trading
accounts, commodities or foreign exchange.

Management  actively monitors and manages its interest-rate  risk exposure.  The
primary objective in managing interest-rate risk is to limit, within established
guidelines,  the  adverse  impact  of  changes  in  interest  rates on TCB's net
interest income and capital, while adjusting TCB's asset-liability  structure to
obtain  the  maximum  yield-cost  spread on that  structure.  Management  relies
primarily  on its  asset-liability  structure  to  control  interest  rate risk.
However,  a sudden and  substantial  increase in interest rates could  adversely
impact TCB's earnings, to the extent that the interest rates borne by assets and
liabilities do not change at the same speed, to the same extent,  or on the same
basis.  There have been no  significant  changes in TCB's  market risk  exposure
since December 31, 1999.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which The Commercial Bancorp,
Inc. or its subsidiary is a party or to which any of their property is subject.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits.  The  following  exhibits  are  filed  with or  incorporated  by
      reference  into this report.  The  exhibits  which are  denominated  by an
      asterisk  (*)  were  previously  filed  as  a  part  of,  and  are  hereby
      incorporated by reference from TCB's  Registration  Statement on Form SB-2
      under the Securities Act of 1933 for TCB, as effective with the Securities
      and Exchange  Commission  on April 28, 1997,  Registration  No.  333-19201
      (referred  to  as  "Registration  Statement").  The exhibit  numbers
      correspond  to the  exhibit  numbers in the referenced documents.

      Exhibit Number                      Description of Exhibit

        *3.1       Amended and Restated  Articles of Incorporation of TCB
        *3.2       By-laws of TCB  (Registration  Statement)
        *4.1       Specimen Common Stock Certificate (Registration Statement)
        *4.2       Specimen Warrant Certificate (Registration Statement)
        *4.4       Company's Warrant Plan  (Registration  Statement)
          27       Financial Data Schedule (for SEC use only)

(b)  Reports on Form 8-K.  There were no reports on Form 8-K filed for the three
months ended March 31, 2000.



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<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION

                                   SIGNATURES

Pursuant  to the  requirements  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.

                                             THE COMMERCIAL BANCORP, INC.
                                                 (Registrant)





Date:                     2000               By:  /s/Gary G. Campbell
      ----------------------------               --------------------
                                                 Gary G. Campbell, President and
                                                   Chief Executive Officer

Date:                     2000               By:  /s/Harvey E. Buckmaster
      ----------------------------               ------------------------
                                                 Harvey E. Buckmaster,
                                                   Chief Financial Officer










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