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, 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                       490,971 shares
--------------------------------------              ----------------------------
              (class)                               Outstanding at July 18, 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 June 30, 2000 (Unaudited) and At December 31, 1999...................2

     Condensed Consolidated Statements of Operations (Unaudited) -
       Three and Six Months ended June 30, 2000 and 1999.....................3-4

     Condensed Consolidated Statement of Changes in Stockholders' Equity
       (Unaudited) - Six Months ended June 30, 2000............................5

     Condensed Consolidated Statements of Cash Flows (Unaudited) -
       Six Months ended June 30, 2000 and 1999.................................6

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

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

     Report on Review by Independent Certified Public Accountants.............10

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations.............................................11-14

   Item 3. Quantitative and Qualitative Disclosures About Market Risk.........14

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings.................................................15

   Item 4.  Submission of Matters to a Vote of Security Holders...............15

   Item 6.  Exhibits and Reports on Form 8-K..................................15

SIGNATURES....................................................................16


                                       1
<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets

<CAPTION>
                                                                               At
                                                                             June 30,        December 31,
    Assets                                                                    2000               1999
                                                                              ----               ----
                                                                           (unaudited)

<S>                                                                     <C>                      <C>
Cash and due from banks................................................ $     480,685            766,972
Federal funds sold  ...................................................       764,912          1,051,995
                                                                           ----------         ----------

            Total cash and cash equivalents............................     1,245,597          1,818,967

Securities available for sale..........................................    11,958,347          7,897,493
Loans receivable, net of allowance for loan losses of $290,000
    in 2000 and 1999...................................................    16,042,856         14,372,913
Accrued interest receivable............................................       220,857            146,202
Premises and equipment, net............................................       695,651            519,639
Federal Home Loan Bank stock, at cost..................................        88,300             64,500
Deferred tax asset  ...................................................       860,861            862,611
Other assets    .......................................................        30,740             49,819
                                                                           ----------         ----------

            Total assets...............................................  $ 31,143,209         25,732,144
                                                                           ==========         ==========

    Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits................................     1,400,653          1,098,188
    Savings and NOW deposits...........................................     5,509,116          4,974,284
    Money-market deposits..............................................       243,600            226,115
    Time deposits   ...................................................    19,523,870         14,921,394
                                                                           ----------         ----------

            Total deposits.............................................    26,677,239         21,219,981

    Advance from Federal Home Loan Bank................................        -               1,000,000
    Federal funds purchased............................................       700,000             -
    Official checks ...................................................       236,808            112,738
    Accrued interest payable and other liabilities.....................        74,305            103,098
                                                                           ----------         ----------

            Total liabilities..........................................    27,688,352         22,435,817
                                                                           ----------         ----------

Stockholders' equity:
    Common stock    ...................................................         4,910              4,755
    Additional paid-in capital.........................................     4,890,080          4,735,435
    Accumulated deficit................................................    (1,334,672)        (1,364,936)
    Accumulated other comprehensive income (loss)......................      (105,461)           (78,927)
                                                                           ----------         ----------

            Total stockholders' equity.................................     3,454,857          3,296,327
                                                                           ----------         ----------

            Total liabilities and stockholders' equity.................  $ 31,143,209         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)

<CAPTION>
                                                                      Three Months Ended          Six Months Ended
                                                                           June 30,                   June 30,
                                                                ---------------------------   -----------------------
                                                                  2000            1999           2000          1999
                                                                  ----            ----           ----          ----
Interest income:
<S>                                                             <C>              <C>             <C>          <C>
    Loans receivable........................................    $ 382,872        260,934         726,819      503,152
    Securities..............................................      214,795         36,385         372,049       67,805
    Other interest-earning assets...........................       17,690         30,114          30,359       73,291
                                                                  -------        -------       ---------     --------

            Total interest income...........................      615,357        327,433       1,129,227      644,248
                                                                  -------        -------       ---------      -------

Interest expense:
    Deposits................................................      343,948        171,385         618,769      350,311
    Borrowings..............................................       12,281         18,772          28,974       37,826
                                                                  -------        -------       ---------      -------

            Total interest expense..........................      356,229        190,157         647,743      388,137
                                                                  -------        -------       ---------      -------

            Net interest income.............................      259,128        137,276         481,484      256,111

Credit for loan losses......................................         -          (158,000)           -        (131,000)
                                                                  -------        -------       ---------      -------
            Net interest income after
              credit for loan losses........................      259,128        295,276         481,484      387,111
                                                                  -------        -------       ---------      -------
Noninterest income:
    Service charges and fees................................       20,907         12,005          38,432       23,346
    Recovery of organizational expenses.....................         -           109,609            -         109,609
                                                                  -------        -------       ---------      -------

            Total noninterest income........................       20,907        121,614          38,432      132,955
                                                                  -------        -------       ---------      -------

Noninterest expense:
    Salaries and employee benefits..........................      130,959        144,336         261,776      310,052
    Occupancy expense.......................................       63,274         58,177         126,590      113,372
    Professional fees.......................................        7,064         25,320          25,160       54,501
    Advertising.............................................        8,422          6,867          22,416        8,378
    Data processing.........................................       11,219          9,854          22,008       15,604
    Other   ................................................       39,371         40,981          73,058       89,251
                                                                  -------        -------       ---------      -------

            Total noninterest expense.......................      260,309        285,535         531,008      591,158
                                                                  -------        -------       ---------      -------
Earnings (loss) before income taxes
    (benefit) and extraordinary item........................       19,726        131,355         (11,092)     (71,092)

            Income taxes (benefit)..........................        7,430         49,500          (4,170)     (26,700)
                                                                  -------        -------       ---------      -------

Earnings (loss) before extraordinary item...................       12,296         81,855          (6,922)     (44,392)

Extraordinary item - gain on extinguishment
    of debt, net of taxes of $20,920........................       37,186           -             37,186         -
                                                                  -------        -------       ---------      ------

Net earnings (loss).........................................   $   49,482         81,855          30,264      (44,392)
                                                                  =======        =======       =========      =======

                                                                                                               (continued)
</TABLE>

                                       3
<PAGE>
<TABLE>

                                       THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                         Condensed Consolidated Statements of Operations (Unaudited), Continued

<CAPTION>
                                                               Three Months Ended          Six Months Ended
                                                                    June 30,                     June 30,
                                                          ------------------------------ ----------------------
                                                              2000            1999           2000          1999
                                                              ----            ----           ----          ----

Net earnings (loss) per share - basic and diluted:

<S>                                                            <C>             <C>           <C>           <C>
    Earnings (loss) from continuing operations.......          .02             .17           (.02)         (.09)

    Extraordinary gain from extinguishment
        of debt, net of tax..........................          .08              -             .08            -
                                                           -------         -------        -------        -------

            Net earnings (loss) per share -
              basic and diluted......................  $       .10             .17            .06          (.09)
                                                           =======         =======        =======        =======

Weighted-average number of shares outstanding
    for basic and diluted............................      489,565         471,822        483,039        468,369
                                                           =======         =======        =======        =======

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













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

<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

       Condensed Consolidated Statement of Changes in Stockholders' Equity

                         Six Months Ended June 30, 2000

                                                                                                     Accumulated
                                                                                                       Other
                                                                                                      Compre-
                                                                       Additional                     hensive          Total
                                                  Common Stock           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 earnings (unaudited).............       -             -             -             30,264         -             30,264

     Net change in unrealized loss on
         securities available for sale,
         net of tax of $15,000
         (unaudited)......................       -             -             -               -        (26,534)         (26,534)
                                                                                                                     ---------

     Comprehensive income

         (unaudited)......................                                                                               3,730
                                                                                                                     ---------

Issuance of 15,480 shares of common
     stock upon exercise of 15,480
     warrants (unaudited).................     15,480          155        154,645            -            -            154,800
                                              -------        -----      ---------       ---------     -------        ---------

Balance at June 30, 2000 (unaudited)......    490,971      $ 4,910      4,890,080      (1,334,672)   (105,461)       3,454,857
                                              =======        =====      =========       =========     =======        =========













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

<PAGE>
<TABLE>


                                       THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                               Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                               Six Months Ended
                                                                                                    June 30,
                                                                                             2000             1999
                                                                                             ----             ----
Cash flows from operating activities:
<S>                                                                                     <C>                   <C>
    Net earnings (loss).............................................................    $    30,264           (44,392)
    Adjustments to reconcile net earnings (loss) to net cash
      provided by (used in) operating activities:
        Depreciation and amortization...............................................         53,075            44,229
        Credit for loan losses......................................................           -             (131,000)
        Provision (credit) for deferred income taxes................................         16,750           (26,700)
        Net amortization of fees, costs, premiums and discounts.....................          4,348            35,686
        Net increase in accrued interest receivable and other assets................        (55,576)          (10,187)
        Net increase (decrease) in official checks, accrued
          interest payable by other liabilities.....................................         95,277           (18,375)
                                                                                         ----------        ----------

        Net cash provided by (used in) operating activities.........................        144,138          (150,739)
                                                                                         ----------        ----------

Cash flows from investing activities:
    Purchases of securities available for sale......................................     (4,457,441)       (1,518,438)
    Principal repayments on securities available for sale...........................        344,779         1,066,638
    Net increase in loans...........................................................     (1,664,017)       (1,122,936)
    Purchases of premises and equipment.............................................       (229,087)          (23,505)
    Purchase of Federal Home Loan Bank stock........................................        (23,800)          (14,500)
    Proceeds from sale of premises and equipment....................................           -              293,384
                                                                                         ----------        ----------

        Net cash used in investing activities.......................................     (6,029,566)       (1,319,357)
                                                                                         ----------        ----------

Cash flows from financing activities:
    Net increase (decrease) in deposits.............................................      5,457,258        (1,199,523)
    Net gain upon extinguishment of debt............................................        (37,186)             -
    Cash paid upon extinguishment of debt...........................................       (962,814)             -
    Net increase (decrease) in other borrowings.....................................        700,000          (364,749)
    Proceeds from issuance of common stock upon exercise
        of warrants.................................................................        154,800           101,500
                                                                                         ----------        ----------

        Net cash provided by (used in) financing activities.........................      5,312,058        (1,462,772)
                                                                                         ----------        ----------

Net decrease in cash and cash equivalents...........................................       (573,370)       (2,932,868)

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

Cash and cash equivalents at end of period..........................................    $ 1,245,597         2,015,637
                                                                                         ==========        ==========

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
        Interest....................................................................   $    640,598           392,445
                                                                                         ==========        ==========

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

    Noncash transaction -
        Accumulated other comprehensive income, net change in
          unrealized loss on securities available for sale, net of tax..............   $    (26,534)           (9,075)
                                                                                         ==========        ==========

See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       6

<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 June 30, 2000 and the  results of  operations  for the three
        and six months  ended June 30,  2000 and 1999 and cash flows for the six
        months ended June 30, 2000 and 1999. The results of operations and other
        data  for  the  three  and six  months  ended  June  30,  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:


                                                           Six Months Ended
                                                                June 30,
                                                          2000           1999
                                                          ----           ----

     Average net investment in impaired loans........$      -         549,367
                                                       =========      =======

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

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


        No loans were identified as impaired by TCB at June 30, 2000 or December
31, 1999.

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

                                                                       Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                    -----------------------      ---------------------
                                                                      2000          1999           2000         1999
                                                                      ----          ----           ----         ----

<S>                                                                 <C>            <C>            <C>         <C>
           Balance at beginning of period.......................    $ 290,000      787,000        290,000     760,000
           Credit for loan losses...............................         -        (158,000)          -       (131,000)
           Loan charge-offs.....................................         -         (72,542)          -        (72,542)
                                                                      -------      -------        -------     -------

           Balance at end of period.............................    $ 290,000      556,458        290,000     556,458
                                                                      =======      =======        =======     =======

                                                                                                            (continued)
</TABLE>

                                       7
<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)  Earnings (Loss) Per Share. Basic and diluted earnings 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.

(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 June 30,  2000,  that the Bank meets all capital  adequacy
        requirements to which it is subject.

        As of June 30, 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           %
                                       ------           ---         ------          ---         ------          ---
     <S>                              <C>               <C>
     At June 30, 2000:
         Total capital (to Risk-
         Weighted Assets)...........  $ 2,855           17.0%     $ 1,342           8.0%        $ 1,677        10.0%
         Tier I Capital (to Risk-
         Weighted Assets)...........    2,644           15.8          671           4.0           1,006         6.0
         Tier I Capital
         (to Average Assets)........    2,644            8.8        1,202           4.0           1,503         5.0
</TABLE>

                                       8

<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 June 30,
2000,  and for the three- and  six-month  periods  ended June 30,  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.























                                       9
<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 June 30, 2000, the
related  condensed  consolidated  statements  of  operations  for the three- and
six-month   periods  ended  June  30,  2000  and  1999,  the  related  condensed
consolidated  statement  of changes  in  stockholders  equity for the  six-month
period ended June 30, 2000, and the related condensed consolidated statements of
cash  flows for the  six-month  periods  ended  June 30,  2000 and  1999.  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
July 17, 2000


                                       10
<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, 2000 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 six months ended June 30, 2000 was
     from a net increase in deposits of $5.5 million. Cash was used primarily to
     purchase  securities  available  for sale of $1.7  million and to fund loan
     originations, net of principal repayments of approximately $4.5 million. At
     June 30,  2000,  TCB had  unfunded  lines of credit of  approximately  $1.5
     million and  approximately  $19.4 million in time deposits  maturing in one
     year or less. At June 30, 2000, the Bank exceeded its regulatory  liquidity
     requirements.

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

                                                                        Six Months                            Six Months
                                                                          Ended            Year Ended           Ended
                                                                         June 30,         December 31,         June 30,
                                                                           2000               1999               1999
                                                                      ---------------    ---------------      ----------

        Average equity as a percentage
           of average assets......................................         11.64%            14.87%             15.70%
<S>                                                                        <C>               <C>                <C>
        Total equity to total assets at end of period.............         11.09%            12.81%             16.41%

        Return on average assets (1)..............................           .21%              .03%             (.43)%

        Return on average equity (1)..............................          1.79%              .18%            (2.75)%

        Noninterest expense to average assets (1).................          3.67%             4.91%              5.75%

        Nonperforming loans and foreclosed
           real estate as a percentage of total assets
           at end of period.......................................          -   %             -   %              3.32%

        Allowance for loan losses as a percentage of
           total loans at end of period...........................          1.78%             1.98%              4.16%


<FN>
        (1)  Annualized for the six months ended June 30, 2000 and 1999.
</FN>
</TABLE>

                                       11
<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 Three-Month Periods Ended June 30, 2000 and 1999

   General.  Net  earnings for the three months ended June 30, 2000 was $49,482,
      or $.10 per basic and diluted share compared to $81,855, or $.17 per basic
      and diluted  share for the three months ended June 30, 1999.  Net earnings
      for the 2000 period included an extraordinary  gain on  extinguishment  of
      debt of  $37,186  or $.08 per  basic  and  diluted  share.  Net  earnings,
      excluding this gain,  were $12,296 or $.02 per basic and diluted share for
      the six months  ended June 30,  2000.  Net  earnings  for the 1999  period
      included a $109,609 recovery of previously expensed  organizational  costs
      related to the Highlands  County Bank charter  application  and a $158,000
      credit for loan losses due to the  settlement  of two impaired  loans to a
      single  borrower.  Without these recoveries TCB would have reported a loss
      for the 1999 period.

   Interest Income.  Interest income increased $287,924 or 87.9% to $615,357 for
      the three  months  ended June 30, 2000 from  $327,433 for the three months
      ended June 30, 1999. Interest income earned on loans increased $121,938 or
      46.7% from  $260,934  for the three months ended June 30, 1999 to $382,872
      during the three  months  ended June 30,  2000.  The  increase  was due to
      increases in the average  loan  portfolio of $2.1 million or 15.2% for the
      three months  ended June 30, 2000  compared to the same period in 1999 and
      in the average yield earned from 7.57% in 1999 to 9.65% in 2000.  Interest
      income on securities  increased  $178,410 to $214,795 for the three months
      ended June 30, 2000 from $36,385 for the three months ended June 30, 1999.
      The primary  reason for the  increase  was an  increase in the  securities
      portfolio.

   Interest Expense.  Interest expense  increased  $166,072 or 87.3% to $356,229
      for the three  months  ended  June 30,  2000 from  $190,157  for the three
      months ended June 30, 1999.  This increase was due to increases in average
      interest-bearing  liabilities  outstanding of $9.8 million or 61.9% during
      the three months  ended June 30, 2000  compared to the same period in 1999
      and in the average rate paid from 4.80% in 1999 to 5.55% in 2000.

   (Credit) Provision for Loan Losses. The (credit) provision for loan losses is
      (credited) charged to earnings to (decrease)  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  during the three months  ended June 30, 2000.  The credit for
      loan losses for the three  months  ended June 30, 1999 was  $158,000.  The
      credit for loan losses  resulted from a settlement of two impaired  loans,
      for less than the full amount,  from a single  borrower.  This resulted in
      the partial recapture of the specific  allowance against these loans and a
      charge-off of the remaining uncollected loan balance.  Management believes
      the allowance for loan losses of $290,000 is adequate at June 30, 2000.

                                       12
<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, Continued

   Noninterest Income.  Noninterest  income decreased  $100,707 during the three
      months ended June 30, 2000  compared to the same period in 1999  primarily
      due to a recovery of previously expensed  organizational  costs related to
      the Highlands County Bank charter application of $109,609 during 1999. TCB
      and the organizers  withdrew their  application  for the new bank in early
      1999 but recovered certain previously expensed  organizational  costs from
      local organizers who assumed the application.

   Noninterest  Expense.  Noninterest  expense  decreased  $25,226  or  8.8%  to
      $260,309 for the three  months  ended June 30, 2000 from  $285,535 for the
      three  months  ended June 30,  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 from $144,336 in 1999 to $130,959 in 2000.

   Extraordinary Item. During the period ended June 30, 2000, the Company sold a
      $1,000,000  advance from the Federal Home Loan Bank. The extinguishment of
      the liability  resulted in an extraordinary gain of $37,186 (net of income
      taxes of $20,920).

   Income Tax  Provision.  The income tax  provision  for the three months ended
      June 30,  2000 was  $7,430 (an  effective  rate of 37.7%)  compared  to an
      income tax provision of $49,500 (an effective rate of 37.7%) for the three
      months ended June 30, 1999.

        Comparison of the Six-Month Periods Ended June 30, 2000 and 1999

   General. Net earnings for the six months ended June 30, 2000 was $30,264,  or
      $.06 per basic and diluted share compared to a net loss for the six months
      ended June 30,  1999 of $44,392 or $.09 per basic and diluted  share.  Net
      earnings  for  the  2000  period   included  an   extraordinary   gain  on
      extinguishment of debt of $37,186 or $.08 per basic and diluted share. Net
      loss,  excluding this gain, was $6,922 or $.02 per basic and diluted share
      for the six  months  ended  June 30,  2000.  Net loss for the 1999  period
      included a $109,609 recovery of previously expensed  organizational  costs
      and a  $131,000  credit  for  loan  losses  due to the  settlement  of two
      impaired loans to a single borrower.

   Interest Income.  Interest income  increased  $484,979 or 75.3% to $1,129,227
      for the six months  ended June 30, 2000 from  $644,248  for the six months
      ended June 30, 1999. Interest income earned on loans increased $223,667 or
      44.5% from  $503,152  for the six months  ended June 30,  1999 to $726,819
      during  the six  months  ended  June 30,  2000.  The  increase  was due to
      increases in the average  loan  portfolio of $2.6 million or 20.1% for the
      six months ended June 30, 2000  compared to the same period in 1999 and in
      the average  yield  earned  from 7.77% in 1999 to 9.34% in 2000.  Interest
      income on  securities  increased  $304,244 to $372,049  for the six months
      ended June 30, 2000 from  $67,805 for the six months  ended June 30, 1999.
      The primary  reason for the  increase  was an  increase in the  securities
      portfolio.

   Interest Expense.  Interest expense  increased  $259,606 or 66.9% to $647,743
      for the six months  ended June 30, 2000 from  $388,137  for the six months
      ended  June 30,  1999.  This  increase  was due to  increases  in  average
      interest-bearing  liabilities  outstanding of $7.8 million or 47.8% during
      the six months ended June 30, 2000 compared to the same period in 1999 and
      in the average rate paid from 4.77% in 1999 to 5.39% in 2000.

                                       13
<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, Continued

   (Credit) Provision for Loan Losses. The (credit) provision for loan losses is
      (credited) charged to earnings to (decrease)  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 six months  ended June 30,  2000.  The credit for loan
      losses for the six months ended June 30, 1999 was $131,000. The credit for
      loan losses resulted from a settlement of two impaired loans for less than
      the full amount.  This resulted in the partial  recapture of the allowance
      against  these  loans and a  charge-off  of the  remaining  loan  balance.
      Management  believes the allowance for loan losses of $290,000 is adequate
      at June 30, 2000.

   Noninterest  Income.  Noninterest  income  decreased  $94,523  during the six
      months ended June 30, 2000  compared to the same period in 1999  primarily
      due to a recovery of previously expensed  organizational  costs related to
      the Highlands County Bank charter application of $109,609 during 1999. TCB
      and the organizers  withdrew their  application  for the new bank in early
      1999 but recovered certain previously expensed  organizational  costs from
      local organizers who assumed the application.

   Noninterest  Expense.  Noninterest  expense  decreased  $60,150  or  10.2% to
      $531,008 for the six months ended June 30, 2000 from  $591,158 for the six
      months ended June 30, 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 from $310,052 in 1999 to $261,776 in 2000.

   Extraordinary Item. During the period ended June 30, 2000, the Company sold a
      $1,000,000  advance from the Federal Home Loan Bank. The extinguishment of
      the liability  resulted in an extraordinary gain of $37,186 (net of income
      taxes of $20,920).

   Income Tax Benefit.  The income tax benefit for the six months ended June 30,
      2000 was $4,170  (an  effective  rate of 37.6%)  compared  to $26,700  (an
      effective rate of 37.6%) for the six months ended June 30, 1999.

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.

                                       14
<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 18,  2000,  to  consider  the  election of one
director for a term of three years and the  ratification  of the  appointment of
TCB's  independent  auditors,  Hacker,  Johnson,  Cohen & Grieb  PA for the year
ending  December 31, 2000. At the Annual  Meeting,  incumbent  Director James R.
Peacock was  reelected.  The terms of  Directors  Gary G.  Campbell,  Richard R.
Dwyer,  Clarence  W.  Singletary  and Larry A. Kent  continued  after the Annual
Meeting.

At the Annual  Meeting,  278,858 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.

   The election of one director, for a term of three years:

                                         For            Abstain       Against

       James R. Peacock                 269,340            -           9,518
                                        =======         =======        =====

   Proposal II:

   To ratify the appointment of TCB's  independent  auditors,  Hacker,  Johnson,
Cohen & Grieb PA for the year ending December 31, 2000.

                                         For            Abstain       Against

                                        271,808            750         6,300
                                        =======            ===         =====

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 June 30, 2000.


                                       15
<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



                                       16