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

                     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 June 30, 1998

     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
                     --------------------------------------
                                     (class)

                   464,791 shares outstanding at July 14, 1998
                  -------------------------------------------

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

                                                                  CONFORMED COPY


<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                                      INDEX

Part I. Financial Information

   Item 1. Financial Statements                                           Page

     Condensed Consolidated Balance Sheets -
       At June 30, 1998 (unaudited) and At December 31, 1997................2

     Condensed Consolidated Statements of Operations -
       Three and Six Months ended June 30, 1998 and 1997 (unaudited)........3

     Condensed Consolidated Statements of Comprehensive Income -
       Three and Six Months ended June 30, 1998 and 1997 (unaudited)........4

     Condensed Consolidated Statement of Stockholders' Equity -
       Six Months ended June 30, 1998 (unaudited)...........................5

     Condensed Consolidated Statements of Cash Flows -
       Six months ended June 30, 1998 and 1997 (unaudited)..................6

     Notes to Condensed Consolidated Financial Statements (unaudited).....7-8

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations...........................................9-11

Part II. Other Information

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

   Item 4.  Submission of Matters to a Vote of Security Holders............12

   Item 6.  Exhibits and Reports on Form 8-K...............................13

SIGNATURES.................................................................14



                                        1

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                                       At
                                                                                          -----------------------------
                                                                                            June 30,       December 31,
    Assets                                                                                    1998            1997
                                                                                              ----            ----
                                                                                          (unaudited)

<S>                                                                                     <C>                 <C>      
Cash and due from banks.........................................................        $     924,208       1,065,817
Federal funds sold..............................................................            1,857,707       1,400,000
                                                                                           ----------       ---------

            Total cash and cash equivalents.....................................            2,781,915       2,465,817

Securities available for sale...................................................            4,956,698          -
Loans receivable, net of allowance for loan losses of
    $90,000 in 1998 and $35,000 in 1997.........................................            8,738,514       3,745,577
Premises and equipment, net.....................................................              769,431         462,784
Accrued interest receivable and other assets....................................              335,726         220,588
Deferred income taxes...........................................................              290,821         183,161
                                                                                          -----------      ----------

            Total assets........................................................         $ 17,873,105       7,077,927
                                                                                           ==========       =========


    Liabilities and Stockholders' Equity


Liabilities:
    Demand deposits.............................................................              415,687         832,396
    Savings and NOW deposits....................................................            3,357,012       1,040,454
    Money-market deposits.......................................................              136,565          65,777
    Time deposits...............................................................            9,624,088         739,433
                                                                                           ----------      ----------

            Total deposits......................................................           13,533,352       2,678,060

    Official checks.............................................................               63,475          54,138
    Accrued interest payable and other liabilities                                            170,702          11,944
                                                                                          -----------     -----------

            Total liabilities...................................................           13,767,529       2,744,142
                                                                                           ----------       ---------

Stockholders' equity:
    Common stock, $.01 par value, 10,000,000 shares authorized,
        464,791 shares issued and outstanding...................................                4,648           4,648
    Additional paid-in capital..................................................            4,628,542       4,628,542
    Accumulated deficit.........................................................             (520,337)       (299,405)
    Accumulated other comprehensive income, unrealized
        loss on securities available for sale, net                                             (7,277)             -
                                                                                         ------------      ---------

            Total stockholders' equity..........................................            4,105,576       4,333,785
                                                                                           ----------       ---------

            Total liabilities and stockholders' equity                                   $ 17,873,105       7,077,927
                                                                                           ==========       =========

</TABLE>







See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        2

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                   Three Months Ended             Six Months Ended
                                                                         June 30,                      June 30,
                                                                  --------------------           ------------------
                                                                  1998            1997           1998          1997
                                                                  ----            ----           ----          ----
                                                                         (unaudited)                 (unaudited)
Interest income:
<S>                                                             <C>             <C>              <C>          <C>     
    Loans...................................................    $ 164,782           -            287,439         -
    Securities available for sale...........................       31,480           -             31,480         -
    Other interest-earning assets...........................       60,705           -            106,999         -
                                                                 --------     ----------         -------  --------

            Total interest income...........................      256,967           -            425,918         -
                                                                  -------     ----------         -------  --------

Interest expense:
    Deposits................................................      154,288           -            235,130         -
    Other...................................................        1,792          9,515           1,792       14,614
                                                                 --------       --------        --------      -------

            Total interest expense..........................      156,080          9,515         236,922       14,614
                                                                  -------       --------         -------      -------

            Net interest income (expense)                         100,887         (9,515)        188,996      (14,614)

Provision for loan losses...................................       26,000           -             55,000         -
                                                                  -------       ---------        -------     --------

            Net interest income (expense) after
              provision for loan losses                            74,887         (9,515)        133,996      (14,614)
                                                                  -------       ---------        -------     --------

Noninterest income-
    Service charges and fees................................        9,257           -             18,771         -
                                                                 --------       ---------        --------    --------

Noninterest expense:
    Salaries and employee benefits..........................      115,724         67,290         213,046       87,878
    Occupancy expense.......................................       46,759         10,277          88,431       13,287
    Advertising.............................................       20,761           -             49,200         -
    Other                                                          65,414         22,881         126,222       41,729
                                                                  -------        -------         -------      -------

            Total noninterest expense.......................      248,658        100,448         476,899      142,894
                                                                  -------        -------         -------      -------

Loss before income tax benefit..............................     (164,514)      (109,963)       (324,132)    (157,508)

            Income tax benefit..............................      (53,500)       (41,800)       (103,200)     (59,900)
                                                                  -------        -------         -------      -------

Net loss....................................................    $(111,014)       (68,163)       (220,932)     (97,608)
                                                                  =======        =======         =======      =======

Loss per share, basic....................................... $       (.24)          *               (.48)       *
                                                               ==========        =======        ========      =======

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

Weighted-average number of shares outstanding
    for basic...............................................      464,791          6,500         464,791        6,500
                                                                  =======        =======         =======     ========
</TABLE>




* Not meaningful


See Accompanying Notes to Condensed Consolidated Financial Statements.


                                        3

<PAGE>




                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

            Condensed Consolidated Statements of Comprehensive Income
<TABLE>
<CAPTION>


                                   Three Months Ended          Six Months Ended
                                        June 30,                  June 30,
                                   ------------------          ----------------
                                   1998          1997        1998          1997
                                   ----          ----        ----          ----
                                       (unaudited)              (unaudited)

<S>                             <C>            <C>         <C>           <C>     
Net loss ....................   $(111,014)     (68,163)    (220,932)     (97,608)

Other comprehensive  income -
 Change in  unrealized loss on
 securities  available for sale
 arising during  period, net of
 tax benefit of $4,460 for the
 three and six months ended 
 June 30, 1998 (unaudited)         (7,277)        --         (7,277)        --
                                ---------    ---------    ---------    ---------

Comprehensive income ........   $(118,291)     (68,163)    (228,209)     (97,608)
                                =========    =========    =========    =========

</TABLE>

































See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

            Condensed Consolidated Statement of Stockholders' Equity

                         Six Months Ended June 30, 1998
<TABLE>
<CAPTION>


                                                                                                  Accumulated
                                                                                                    Other
                                                                                                 Comprehensive
                                                                                                    Income,
                                                                                                   Unrealized
                                                                                                    Loss on
                                                                       Additional                  Securities        Total
                                                            Common      Paid-In     Accumulated    Available    Stockholders'
                                                            Stock       Capital        Deficit      for Sale        Equity
                                                            -----       -------        -------      --------        ------

<S>                                                        <C>          <C>            <C>             <C>           <C>      
Balance at December 31, 1997.........................      $ 4,648      4,628,542      (299,405)        -            4,333,785

Net loss (unaudited).................................         -           -            (220,932)        -             (220,932)

Other comprehensive income, net
         (unaudited).................................         -           -               -            (7,277)          (7,277)
                                                         -------- --------------   -----------          -----      -----------

Balance at June 30, 1998 (unaudited)                       $ 4,648      4,628,542      (520,337)       (7,277)       4,105,576
                                                             =====     =========       =======          =====        =========

</TABLE>




























See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       5

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                               Six Months Ended
                                                                                                    June 30,
                                                                                             ---------------------

                                                                                             1998             1997
                                                                                             ----             ----
                                                                                                  (unaudited)
Cash flows from operating activities:
<S>                                                                                     <C>                  <C>     
    Net loss........................................................................    $    (220,932)        (97,608)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation................................................................           38,418            -
        Provision for loan losses...................................................           55,000            -
        Credit for deferred income taxes............................................         (103,200)        (59,900)
        Increase in accrued interest receivable and other assets                             (115,138)       (110,248)
        Increase in accrued interest payable and
          other liabilities.........................................................          158,758            -
                                                                                         ------------         -------

        Net cash used in operating activities.......................................         (187,094)       (267,756)
                                                                                         ------------         -------

Cash flows from investing activities:
    Net increase in loans...........................................................       (5,047,937)           -
    Purchases of securities available for sale......................................       (5,162,377)           -
    Principal repayments on securities available for sale                                     193,942            -
    Purchases of premises and equipment.............................................         (345,065)           -
                                                                                         ------------         -------

        Net cash used in investing activities.......................................      (10,361,437)           -
                                                                                         ------------         -------

Cash flows from financing activities:
    Net increase in noninterest-bearing demand,
        savings, money-market and NOW deposits......................................        1,970,637            -
    Net increase in time deposits...................................................        8,884,655            -
    Net increase in official checks.................................................            9,337            -
    Advances from organizers........................................................          -               365,678
                                                                                         ------------         -------

        Net cash provided by financing activities...................................       10,864,629         365,678
                                                                                         ------------         -------

Net increase in cash and cash equivalents...........................................          316,098          97,922

Cash and cash equivalents at beginning of period                                            2,465,817          11,959
                                                                                         ------------         -------

Cash and cash equivalents at end of period..........................................     $  2,781,915         109,881
                                                                                           ==========         =======

Supplemental  disclosure of cash flow  information:  Cash paid during the period
    for:
        Interest....................................................................    $     212,571             -
                                                                                          ===========         ========

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

    Noncash transactions-
        Accumulated other comprehensive income, change in
          unrealized loss on securities available for sale, net                         $      (7,277)            -
                                                                                                ======        ========
</TABLE>




See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        6

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)


(1) Basis of  Presentation.  In the opinion of the  management of The Commercial
         Bancorp,   Inc.,  the  accompanying  condensed  consolidated  financial
         statements  contain all  adjustments  (consisting  of normal  recurring
         accruals)  necessary to present  fairly the financial  position at June
         30,  1998 and the  results  of  operations  and cash  flows for the six
         months  ended June 30,  1998 and 1997.  The results of  operations  and
         other data for the three and six-month periods ended June 30, 1998, are
         not necessarily indicative of results that may be expected for the year
         ending December 31, 1998.

         The condensed consolidated financial statements include the accounts of
         The  Commercial   Bancorp,   Inc.  (the  "Holding   Company")  and  its
         wholly-owned  subsidiary,  The  Commercial  Bank of Volusia County (the
         "Bank")  (together,   the  "Company").   All  significant  intercompany
         accounts and transactions have been eliminated in consolidation.

(2) Loan  Impairment  and Loan Losses.  No loans were  identified as impaired at
         June 30, 1998 or June 30, 1997.  The activity in the allowance for loan
         losses was as follows:
<TABLE>
<CAPTION>

                                                                       Three Months Ended         Six Months Ended
                                                                             June 30,                  June 30,
                                                                       -------------------        ----------------
                                                                        1998         1997         1998        1997
                                                                        ----         ----         ----        ----

<S>                                                                  <C>              <C>        <C>             <C> 
           Balance at beginning of period.........................   $ 64,000         -          35,000          -
           Provision for loan losses..............................     26,000         -          55,000          -
                                                                       ------       ------       ------       ----

           Balance at end of period...............................   $ 90,000         -          90,000          -
                                                                       ======       ======       ======       ====
</TABLE>

(3) Impact of New Accounting  Issues.  In June,  1997, the Financial  Accounting
         Standards Board issued Statement of Financial  Accounting Standards No.
         130, "Reporting  Comprehensive  Income" ("SFAS No. 130"). That Standard
         defines  comprehensive  income as the change in equity of an enterprise
         except those resulting from stockholder transactions. All components of
         comprehensive  income are  required  to be  reported  in the  financial
         statements with equal prominence as existing financial statements.  The
         adoption  of SFAS No. 130 had no  significant  effect on the  Company's
         financial position at June 30, 1998 or result of operations for the six
         months then ended.

(4) Loss Per  Share.  Basic  loss per share  ("EPS")  of  common  stock has been
         computed  on the  basis of the  weighted-average  number  of  shares of
         common  stock  outstanding.  Diluted EPS is not computed due to the net
         losses  incurred by the Company  during the three and six months  ended
         June 30, 1998 and 1997.

                                                                     (continued)


                                        7

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued


(5) Regulatory Matters.  The Holding Company and the Bank are 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 the Company'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 ratios (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 June 30, 1998, that the Company meets all capital adequacy
         requirements to which it is subject.

         As of June 30, 1998, 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  ratios 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 ratios are also presented in the table (dollars in
         thousands).
<TABLE>
<CAPTION>

                                                                                                   To Be Well
                                                                          Minimum               Capitalized Under
                                                                          For Capital           Prompt Corrective
                                                Actual              Adequacy Purposes:          Action Provisions:
                                                ------              ------------------          ------------------
                                       Amount            %          Amount           %          Amount            %
                                       ------            -          ------           -          ------            -
<S>                                   <C>               <C>        <C>             <C>         <C>              <C>  
     At June 30, 1998:
         Total capital (to Risk-
         Weighted Assets)...........  $ 3,387           35.5%      $ 764           8.0%        $ 955            10.0%
         Tier I Capital (to Risk-
         Weighted Assets)...........    3,530           37.0         382           4.0           573             6.0
         Tier I Capital
         (to Average Assets)........    3,530           21.9         645           4.0           806             5.0
</TABLE>

                                        8

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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

          Comparison of June 30, 1998 (Unaudited) and December 31, 1997

General
     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")  (collectively,
     the "Company").  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 is  insured by the
     Federal  Deposit  Insurance  Corporation.  The Bank opened for  business on
     October 14, 1997, and provides community banking services to businesses and
     individuals in Volusia County, Florida.

New Bank Charter
     Management  intends to organize and open a new  state-chartered  commercial
     bank in  Sebring,  Highlands  County,  Florida.  The new Bank will become a
     wholly-owned subsidiary of the Holding Company. Management expects to raise
     the  required  capital  for the new  bank  from a  public  offering  of the
     Company's common stock.

Liquidity and Capital Resources
     The Company's  primary  source of cash during the six months ended June 30,
     1998 was from net deposit inflows of $10.9 million. Cash was used primarily
     for loan originations of $5.0 million and to purchase securities  available
     for sale of $5.2 million.  At June 30, 1998, the Company had unfunded lines
     of credit of  approximately  $494,000.  At June 30, 1998, the Bank exceeded
     its regulatory liquidity requirements.

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

                                                                                Six Months
                                                                                   Ended               Year Ended
                                                                                 June 30,             December 31,
                                                                                   1998                   1997
                                                                              --------------          ------------
<S>                                                                               <C>                   <C>     
        Average equity as a percentage
           of average assets.................................................       30.05%               77.02%

        Total equity to total assets at end of period                               22.97%               61.23%

        Return on average assets (1).........................................      (3.15)%               (9.18)%

        Return on average equity (1).........................................     (10.49)%              (11.91)%

        Noninterest expense to average assets (1)                                   6.81%                16.85%

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

        Allowance for loan losses as a percentage of
           total loans at end of period......................................       1.03%                  .93%
</TABLE>



        (1)     Annualized for the six months ended June 30, 1998.

                                        9

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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


Changes in Financial Condition

   Total assets  increased  $10.8 million from $7.1 million at December 31, 1997
      to $17.9  million at June 30, 1998,  primarily as a result of increases in
      securities available for sale of $5.0 million and loans receivable of $5.0
      million.  Deposits  increased  $10.9 million from $2.7 million at December
      31, 1997 to $13.5 million at June 30, 1998. The decrease in  stockholders'
      equity was due to the net loss of $220,932  for the six months  ended June
      30, 1998.

Results of Operations

       Comparison of the Three-Month Periods Ended June 30, 1998 and 1997

   General.  Net loss for the three months ended June 30, 1998 was $111,014,  or
      $.24 per basic  share  compared to a net loss for the three  months  ended
      June 30, 1997 of $68,163.  At June 30,  1997,  the Bank had not  commenced
      operations  and at June 30, 1998, the Bank had not achieved the asset size
      to operate profitably.

   Interest Income and Expense.  Interest income totaled  $256,967 for the three
      months ended June 30, 1998.  Interest income earned on loans was $164,782.
      The average  loan  portfolio  balance for the three  months ended June 30,
      1998 was $7.6 million with a weighted-average  yield of 8.66%. Interest on
      securities was $31,480.  The average balance of these  securities was $2.7
      million  and the  weighted  average  yield was 4.73% for the three  months
      ended June 30, 1998.  Interest on other  interest-earning  assets  totaled
      $60,705.  The average  balance of these  assets for the three months ended
      June 30, 1998 was $4.4 million with a weighted-average yield of 5.59%.

      Interest  expense on deposits  amounted to $154,288  for the three  months
      ended June 30, 1998. The average balance for interest-bearing deposits for
      the  three  months  ended  June  30,  1998  was  $12.0   million  and  the
      weighted-average rate was 5.07%.

   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
      the Company,  industry  standards,  the amount of nonperforming  loans and
      general economic conditions,  particularly as they relate to the Company's
      market  areas,  and other  factors  related to the  collectibility  of the
      Company's  loan  portfolio.  The  provision  for loan losses for the three
      months ended June 30, 1998 was $26,000 and the  allowance  for loan losses
      was  $90,000  at June 30,  1998.  Management  believes  the  allowance  is
      adequate at June 30, 1998.

   Noninterest  Expense.  Noninterest  expense  totaled  $248,658  for the three
      months ended June 30, 1998 compared to $100,448 for the three months ended
      June  30,  1997.  Salaries  and  employee  and  benefits  was the  largest
      noninterest expense during 1998,  amounting to $115,724.  The Bank had not
      commenced operations during the three months ended June 30, 1997.

   Income Tax  Benefit.  The income tax benefit for the three  months ended June
      30, 1998 was $53,500 (an effective rate of 32.5%)  compared to $41,800 (an
      effective rate of 38.0%) for the three months ended June 30, 1997.



                                       10

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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


Results of Operations

        Comparison of the Six-Month Periods Ended June 30, 1998 and 1997

   General.  Net loss for the six months  ended June 30, 1998 was  $220,932,  or
      $.48 per basic share  compared to a net loss for the six months ended June
      30,  1997 of  $97,608.  At June  30,  1997,  the  Bank  had not  commenced
      operations  and at June 30, 1998, the Bank had not achieved the asset size
      to operate profitably.

   Interest Income and Expense.  Interest  income  totaled  $425,918 for the six
      months ended June 30, 1998.  Interest income earned on loans was $287,439.
      The average loan portfolio  balance for the six months ended June 30, 1998
      was $6.7  million  with a  weighted-average  yield of 8.60%.  Interest  on
      securities was $31,480 for the six months ended June 30, 1998. The average
      balance of securities was $1.4 million and the yield was 4.73% for the six
      months  ended June 30,  1998.  Interest on other  interest-earning  assets
      totaled  $106,999.  The average balance of these assets for the six months
      ended June 30,  1998 was $3.9  million  with a  weighted-average  yield of
      5.51%.

      Interest expense on deposits amounted to $235,130 for the six months ended
      June 30, 1998. The average balance for  interest-bearing  deposits for the
      six months ended June 30, 1998 was $9.2  million and the  weighted-average
      rate was 5.08%.

   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
      the Company,  industry  standards,  the amount of nonperforming  loans and
      general economic conditions,  particularly as they relate to the Company's
      market  areas,  and other  factors  related to the  collectibility  of the
      Company's loan portfolio. The provision for loan losses for the six months
      ended June 30,  1998 was  $55,000  and the  allowance  for loan losses was
      $90,000 at June 30, 1998. Management believes the allowance is adequate at
      June 30, 1998.

   Noninterest Expense.  Noninterest expense totaled $476,899 for the six months
      ended June 30, 1998 compared to $142,894 for the six months ended June 30,
      1997.  Salaries and  employee  and  benefits  was the largest  noninterest
      expense  during 1998,  amounting to $213,046.  The Bank had not  commenced
      operations during the six months ended June 30, 1997.

   Income Tax Benefit.  The income tax benefit for the six months ended June 30,
      1998 was $103,200  (an  effective  rate of 31.8%)  compared to $59,900 (an
      effective rate of 38.0%) for the six months ended June 30, 1997.


                                       11

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                           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 4.  Submission of Matters to a Vote of Security Holders

   The Annual Meeting of Shareholders  (the "Annual  Meeting") of The Commercial
   Bancorp,  Inc., was held on April 21, 1998, to consider the election of seven
   directors  with various  terms,  the employee stock option and limited rights
   plan and the  ratification  of the  appointment of the Company's  independent
   auditors for the year ending December 31, 1998.

   At the Annual Meeting, 273,911 shares were present in person or by proxy. The
   following is a summary and  tabulation of the matters that were voted upon at
   the Annual Meeting:

   Proposal I.
<TABLE>
<CAPTION>

   The election of directors:
                                                           For            Against       Abstain          Term
                                                           ---            -------       -------          ----

<S>                                                        <C>               <C>          <C>         <C>    
       Gary G. Campbell                                    273,911           -            -           3 years
       Richard R. Dwyer                                    273,911           -            -           3 years
       Norbert A. Walz                                     273,911           -            -           3 years
       James R. Peacock                                    273,911           -            -           2 years
       James F. McCollum                                   273,911           -            -           2 years
       H. Frederick Keiber                                 273,911           -            -            1 year
       Larry A. Kent                                       273,911           -            -            1 year
</TABLE>

   Proposal II:

   To approve the 1997 Employee Stock Option and Limited Rights Plan:

                 For     Against   Abstain
               -------   -------   -------

               252,611    10,000    11,300
               =======   =======   =======

   Proposal III:

   To ratify the appointment of the Company's  independent auditors for the year
   ending December 31, 1998:

                 For     Against   Abstain
               -------   -------   -------
               269,361     -         4,550
               =======   =======   =======







                                       12

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION


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 the Company's  Registration  Statement on
        Form SB-2 under the Securities Act of 1933 for the Company, 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 No.                         Description of Exhibit
      -----------                         ----------------------

        *3.1       Amended and Restated Articles of Incorporation of the Company
                   (Registration Statement)
        *3.2       By-laws of the Company (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)
        10.1       1997 Employee Stock Option and Limited Rights Plan
        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 June 30, 1998.


                                       13

<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:            , 1998                 By: /s/Gary G. Campbell
           ------------------------         -------------------
                                               Gary G. Campbell, President and
                                                       Chief Executive Officer


Date:            , 1998                 By: /s/Harvey E. Buckmaster
           ------------------------         -----------------------
                                               Harvey E. Buckmaster,
                                                        Chief Financial Officer




                                       14