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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

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

For the quarterly period ended March 31, 1999

____ 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)

                  467,041 shares outstanding at April 26, 1999
                  --------------------------------------------

--------------------------------------------------------------------------------
<PAGE>


<TABLE>
<CAPTION>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                                      INDEX


PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                                                               Page
<S>                                                                                                            <C>
     Condensed Consolidated Balance Sheets -
       At March 31, 1999 (unaudited) and At December 31, 1998...................................................2

     Condensed Consolidated Statements of Operations -
       Three Months ended March 31, 1999 and 1998 (unaudited)...................................................3

     Condensed Consolidated Statement of Stockholders' Equity -
       Three Months ended March 31, 1999 (unaudited)............................................................4

     Condensed Consolidated Statements of Cash Flows -
       Three Months ended March 31, 1999 and 1998 (unaudited)...................................................5

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

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations...............................................................................8-10

   Item 3. Quantitative and Qualitative Disclosures About Market Risk..........................................11

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings..................................................................................11

   Item 2.  Changes in Securities and Use of Proceeds..........................................................11

   Item 6.  Exhibits and Reports on Form 8-K...................................................................11

SIGNATURES.....................................................................................................12
</TABLE>



                                        1

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                                       At
                                                                                            ---------------------------
                                                                                            March 31,      December 31,
                                                                                            ---------      ------------
    Assets                                                                                    1999            1998
                                                                                              ----            ----
                                                                                          (unaudited)
<S>                                                                                      <C>               <C>       
Cash and due from banks.........................................................        $     567,261          689,903
Federal funds sold..............................................................            2,817,476        4,258,602
                                                                                          -----------       ----------

            Total cash and cash equivalents.....................................            3,384,737        4,948,505

Securities available for sale...................................................            2,528,740        3,302,486
Loans, net of allowance for loan losses of $787,000
    in 1999 and $760,000 in 1998................................................           12,193,823       11,563,373
Premises and equipment, net.....................................................              829,970          838,931
Accrued interest receivable.....................................................               75,573           89,527
Restricted security, Federal Home Loan Bank stock, at cost                                     64,500           50,000
Deferred tax asset..............................................................              897,321          824,981
Other assets....................................................................               59,051           58,003
                                                                                         ------------     ------------

            Total assets........................................................         $ 20,033,715       21,675,806
                                                                                           ==========       ==========

    Liabilities and Stockholders' Equity

Liabilities:
    Demand deposits.............................................................              746,128          904,585
    Savings and NOW deposits....................................................            4,086,681        5,068,758
    Money-market deposits.......................................................              352,325          329,293
    Time deposits...............................................................           10,019,242       10,482,545
                                                                                           ----------       ----------

            Total deposits......................................................           15,204,376       16,785,181

    Advance from Federal Home Loan Bank.........................................            1,000,000        1,000,000
    Other borrowings............................................................              407,249          364,749
    Official checks.............................................................              124,396          127,342
    Accrued interest payable and other liabilities..............................              138,220          141,642
                                                                                          -----------      -----------

            Total liabilities...................................................           16,874,241       18,418,914
                                                                                           ----------       ----------

Stockholders' equity:
    Common stock, $.01 par value; 10,000,000 shares authorized,
        467,041 and 464,791 shares issued and outstanding.......................                4,670            4,648
    Additional paid-in capital..................................................            4,651,020        4,628,542
    Accumulated deficit.........................................................           (1,497,050)      (1,370,803)
    Accumulated other comprehensive income......................................                  834           (5,495)
                                                                                        -------------     ------------

            Total stockholders' equity..........................................            3,159,474        3,256,892
                                                                                           ----------       ----------

            Total liabilities and stockholders' equity..........................         $ 20,033,715       21,675,806
                                                                                           ==========       ==========
</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
                                                                                                      March 31,
                                                                                                 ------------------
                                                                                                1999            1998
                                                                                                ----            ----
                                                                                                    (unaudited)
Interest income:
<S>                                                                                         <C>               <C>    
    Loans...............................................................................    $ 242,218         122,657
    Securities available for sale.......................................................       31,420          -
    Other interest-earning assets.......................................................       43,177          46,294
                                                                                             --------         -------

            Total interest income.......................................................      316,815         168,951
                                                                                              -------         -------

Interest expense:
    Deposits............................................................................      178,926          80,842
    Other...............................................................................       19,054            -
                                                                                             --------         -------

            Total interest expense......................................................      197,980          80,842
                                                                                              -------        --------

            Net interest income ........................................................      118,835          88,109

Provision for loan losses...............................................................       27,000          29,000
                                                                                             --------        --------

            Net interest income after provision for
              loan losses...............................................................       91,835          59,109
                                                                                             --------        --------

Noninterest income-
    Service charges and fees............................................................       11,341           9,514
                                                                                             --------        --------

Noninterest expense:
    Salaries and employee benefits......................................................      165,716          97,322
    Occupancy expense...................................................................       55,195          41,672
    Professional fees...................................................................       29,181          11,809
    Advertising.........................................................................        1,511          28,439
    Other                                                                                      54,020          48,999
                                                                                             --------         -------

            Total noninterest expense...................................................      305,623         228,241
                                                                                              -------         -------

Loss before income tax benefit..........................................................     (202,447)       (159,618)

            Income tax benefit..........................................................      (76,200)        (49,700)
                                                                                             --------        --------

Net loss................................................................................    $(126,247)       (109,918)
                                                                                              =======         =======

Loss per share, basic................................................................... $       (.27)           (.24)
                                                                                           ==========      ==========

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

Weighted-average number of shares outstanding for
    basic...............................................................................      464,916         464,791
                                                                                              =======         =======
</TABLE>





See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        3

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

            Condensed Consolidated Statement of Stockholders' Equity

                        Three Months Ended March 31, 1999

<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                      Other
                                                                       Additional                     Compre-        Total
                                                            Common      Paid-In       Accumulated    hensive    Stockholders'
                                                            Stock       Capital       Deficit         Income        Equity
                                                            -----       -------       -------         ------        ------
<S>                                                        <C>          <C>            <C>                <C>        <C>      
Balance at December 31, 1998.........................      $ 4,648      4,628,542      (1,370,803)     (5,495)       3,256,892
                                                                                        ---------       -----        ---------

Comprehensive income:
     Net loss (unaudited)............................         -            -             (126,247)       -            (126,247)

     Net change in unrealized gain on
         securities available for sale,
         net of tax of $3,860
         (unaudited).................................         -            -               -            6,329            6,329
                                                                                   --------------       -----      -----------

Comprehensive income (unaudited)                              -            -             (126,247)      6,329         (119,918)

Issuance of 2,250 shares of common
     stock upon exercise of 2,250
     warrants (unaudited)............................           22         22,478          -             -              22,500
                                                           -------     ----------   -------------    --------       ----------

Balance at March 31, 1999 (unaudited)                      $ 4,670      4,651,020      (1,497,050)        834        3,159,474
                                                           =======      =========      ==========         ===        =========
</TABLE>
























See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>


<TABLE>
<CAPTION>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows

                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                             1999             1998
                                                                                             ----             ----
                                                                                                  (unaudited)
<S>                                                                                      <C>                 <C>      
Cash flows from operating activities:
    Net loss.........................................................................    $  (126,247)        (109,918)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation.................................................................         21,742           17,899
        Provision for loan losses....................................................         27,000           29,000
        Credit for deferred income taxes.............................................        (76,200)         (49,700)
        Net amortization of loan fees, premiums and discounts                                 20,904           (7,120)
        Deferral of loan fees collected, net of costs deferred                                (4,105)           4,944
        Decrease (increase) in accrued interest receivable and
          other assets...............................................................         12,906          (79,677)
        (Decrease) increase in official checks, accrued interest
          payable and other liabilities..............................................         (6,368)         108,868
                                                                                         -----------       ----------

        Net cash used in operating activities........................................       (130,368)         (85,704)
                                                                                           ---------      -----------

Cash flows from investing activities:
    Principal repayments on securities available for sale                                    768,061             -
    Net increase in loans............................................................       (658,375)      (2,543,560)
    Purchase of premises and equipment...............................................        (12,781)         (73,475)
    Purchase of Federal Home Loan Bank stock.........................................        (14,500)          -
                                                                                          ----------        ---------

        Net cash provided by (used in) investing activities                                   82,405       (2,617,035)
                                                                                          ----------        ---------

Cash flows from financing activities:
    Net (decrease) increase in demand, savings, NOW and money-
        market deposits..............................................................     (1,117,502)         621,647
    Net (decrease) increase in time deposits.........................................       (463,303)       6,438,193
    Net increase in other borrowings.................................................         42,500           -
    Proceeds from issuance of common stock upon exercise of
        warrants.....................................................................         22,500           -
                                                                                         -----------        ---------

        Net cash (used in) provided by financing activities                               (1,515,805)       7,059,840
                                                                                           ---------        ---------

Net (decrease) increase in cash and cash equivalents                                      (1,563,768)       4,357,101

Cash and cash equivalents at beginning of period                                           4,948,505        2,465,817
                                                                                           ---------        ---------

Cash and cash equivalents at end of period...........................................    $ 3,384,737        6,822,918
                                                                                           =========        =========

Supplemental  disclosure of cash flow  information:  Cash paid during the period
    for:
        Interest.....................................................................   $    200,616           62,775
                                                                                          ==========        =========

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

    Noncash transactions-
        Accumulated other comprehensive income, net change
          in unrealized gain on securities available for sale,
          net of tax.................................................................  $       6,329           (5,495)
                                                                                         ===========        ==========
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        5

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)


(1)         Basis  of  Presentation.  In  the  opinion  of  the  management  the
            accompanying condensed consolidated financial statements contain all
            adjustments  (consisting of normal recurring  accruals) necessary to
            present  fairly the  financial  position  at March 31,  1999 and the
            results of  operations  and cash flows for the  three-month  periods
            ended March 31, 1999 and 1998.  The results of operations  and other
            data for the three-  month  period  ended  March 31,  1999,  are not
            necessarily  indicative of results that may be expected for the year
            ending December 31, 1999.

           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,  "TCB"). All significant intercompany accounts and
           transactions have been eliminated in consolidation.

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

                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                               ------------------
                                                                                                1999        1998
                                                                                                ----        ----

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

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

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

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



                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                               ------------------
                                                                                                1999        1998
                                                                                                ----        ----

<S>                                                                                         <C>              <C>   
           Balance at beginning of period.................................................  $ 760,000        35,000
           Provision for loan losses......................................................     27,000        29,000
                                                                                              -------        ------

           Balance at end of period.......................................................  $ 787,000        64,000
                                                                                              =======        ======
</TABLE>

(3)        Loss Per  Share.  Basic  loss  per  share of  common  stock  has been
           computed  on the  basis of the  weighted-average  number of shares of
           common stock  outstanding.  TCB's common  stock  equivalents  are not
           dilutive  due to the net  losses  incurred  by TCB  during  the three
           months ended March 31, 1999 and 1998.

                                                                     (continued)


                                        6

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued


(4)        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 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 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 March 31,  1999,  that the  Company  meets all  capital
           adequacy requirements to which it is subject.

           As  of  March  31,  1999,  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 March 31, 1999:
         Total capital (to Risk-
         Weighted Assets)...........  $ 2,563           19.6%    $ 1,048           8.0%      $ 1,310            10.0%
         Tier I Capital (to Risk-
         Weighted Assets)...........    2,392           18.3         524           4.0           786             6.0
         Tier I Capital
         (to Average Assets)........    2,392           12.1         792           4.0           988             5.0
</TABLE>



                                        7

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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

     Comparison of March 31, 1999 and 1998 (Unaudited) and December 31, 1998

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 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
     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 management
     terminated its planned public offering.

Liquidity and Capital Resources
     TCB's  primary  source of cash during the three months ended March 31, 1999
     was from principal  repayments on securities  available for sale.  Cash was
     used primarily to fund loan  originations and to fund net deposit outflows.
     At March 31, 1999, TCB had unfunded lines of credit of  approximately  $1.4
     million and  approximately  $4.5 million in time  deposits  maturing in one
     year or less. At March 31, 1999, the Bank exceeded its regulatory liquidity
     requirements.

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

                                                                       Three Months                          Three Months
                                                                           Ended          Year Ended            Ended
                                                                          March 31,       December 31,         March 31,
                                                                            1999             1998                1998
                                                                      ---------------   ---------------       ---------
<S>                                                                      <C>               <C>                <C>   
        Average equity as a percentage
           of average assets......................................        15.30%            22.51%             38.26%

        Total equity to total assets at end of period                     15.77%            15.03%             29.88%

        Return on average assets (1)..............................        (2.41)%           (6.35)%            (3.93)%

        Return on average equity (1)..............................       (15.74)%          (28.23)%           (10.28)%

        Noninterest expense to average assets (1).................         5.83%             7.32%              8.16%

        Nonperforming loans and foreclosed
           real estate as a percentage of total assets
           at end of period.......................................         6.42%             5.53%                NIL

        Allowance for loan losses as a percentage of
           total loans at end of period...........................         6.06%             6.17%              1.01%

</TABLE>

----------------------
        (1)     Annualized for the three months ended March 31, 1999 and 1998.




                                        8

<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  decreased  $1.6 million from $21.7 million at December 31, 1998
      to $20.0 million at March 31, 1999,  primarily as a result of decreases in
      cash and cash  equivalents  of $1.6 million and  securities  available for
      sale of $.8  million,  partially  offset  by an  increase  in loans of $.6
      million.  Deposits  decreased  $1.6 million from $16.8 million at December
      31, 1998 to $15.2 million at March 31, 1999.

Results of Operations

       Comparison of the Three-Month Periods Ended March 31, 1999 and 1998

   General. Net loss for the three months ended March 31, 1999 was $126,247,  or
      $.27 per basic  share,  compared to a net loss for the three  months ended
      March 31, 1998 of $109,918, or $.24 per basic share. At March 31, 1999 and
      1998, the Bank had not achieved the asset size to operate profitably.

   Interest Income and Expense.  Interest  income  increased to $316,815 for the
      three months ended March 31, 1999 from $168,951 for the three months ended
      March 31, 1998.  Interest  income  earned on loans  increased  $119,561 to
      $242,218 in 1999 due to an increase in the average loan portfolio  balance
      to $12.1  million  for the three  months  ended  March 31,  1999 from $5.7
      million for the comparable period in 1998,  partially offset by a decrease
      in the average yield earned to 7.99% in 1999 from 8.56% in 1998.

      Interest  expense  increased  to $197,980 for the three months ended March
      31, 1999 from $80,842 for the three months ended March 31, 1998.  Interest
      expense  on  deposits  increased  $98,084  due to an  increase  in average
      balance of deposits to $15.3  million for the three months ended March 31,
      1999 from $6.5 million for the comparable period in 1998, partially offset
      by a decrease in the average cost to 4.67% in 1999 from 4.97% in 1998.

   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 March 31, 1999 was $27,000 and the  allowance for loan losses
      was  $787,000 at March 31,  1999.  Management  believes  the  allowance is
      adequate at March 31, 1999.

   Noninterest  Expense.  Noninterest  expense  totaled  $305,623  for the three
      months  ended March 31, 1999  compared  to $228,241  for the three  months
      ended March 31,  1998.  Salaries  and  employee  benefits  was the largest
      noninterest  expense  during 1999,  increasing to $165,716 from $97,322 in
      the 1998 period.

   Income Tax  Benefit.  The income tax benefit for the three months ended March
      31, 1999 was $76,200 (an effective rate of 37.6%)  compared to $49,700 (an
      effective rate of 31.1%) for the three months ended March 31, 1998.


                                        9

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                                    Year 2000

TCB is acutely aware of the many areas affected by the Year 2000 computer issue,
including  those  addressed by the Federal  Financial  Institutions  Examination
Council  ("FFIEC") in its  interagency  statement  which provided an outline for
institutions to effectively  manage the Year 2000  challenges.  A Year 2000 plan
has been  approved by the Board of Directors  which  includes  multiple  phases,
tasks to be completed, and target dates for completion. Issues addressed therein
include awareness, assessment, renovation, validation,  implementation,  testing
and contingency planning.

TCB has formed a Year 2000  committee  that is  charged  with the  oversight  of
completing  the Year 2000  project  on a timely  basis.  TCB has  completed  its
awareness,  assessment  and  renovation  phases  and  is  actively  involved  in
validating and implementing its plan. At the present time, TCB has substantially
completed  its  testing  phase.   Since  it  routinely  upgrades  and  purchases
technologically  advanced  software and hardware on a continual  bases,  TCB has
determined  that the  costs of making  modifications  to  correct  any Year 2000
issues will not materially affect reported results from operations.

TCB's vendors and suppliers  have been  contacted  for written  confirmation  of
their product's readiness for the Year 2000 compliance.  All significant vendors
of TCB have provided confirmation that they are Year 2000 compliant.  TCB's main
service  provider  has  completed  testing of its mission  critical  application
software; the test results, which have been documented and validated, are deemed
to be Year 2000  compliant.  FFIEC  guidance on testing Year 2000  compliance of
service  providers states that proxy tests are acceptable  compliance  tests. In
proxy  testing,  the  service  provider  tests with a  representative  sample of
financial  institutions that use a particular service,  with the results of such
testing shared with all similarly situated clients of the service provider.  TCB
has  authorized  the acceptance of proxy testing since the proxy tests have been
conducted with financial institutions that are similar in type and complexity to
its own,  using  the same  version  of Year  2000  ready  software  and the same
hardware and operating  systems.  TCB personnel  have also  performed  Year 2000
testing on their  computer  databases and software  applications  and have found
them to be Year 2000 ready.

TCB also recognizes the importance of determining  that its borrowers are facing
the Year 2000  problem  in a timely  manner to avoid  deterioration  of the loan
portfolio  solely  due to this  issue.  All  material  relationships  have  been
identified and questionnaires  have been completed to assess the inherent risks.
Deposit customers have received statement  stuffers and information  material in
this regard.  TCB plans to work on a one-on-one  basis with any borrower who has
been identified as having high Year 2000 risk exposure.

Accordingly,  management  does not believe  that TCB has  incurred or will incur
material  costs  associated  with the Year  2000  issue.  Yet,  there  can be no
assurances  that all hardware  and software  that TCB will use will be Year 2000
compliant. Management cannot predict the amount of financial difficulties it may
incur due to  customers  and vendors  inability  to perform  according  to their
agreements  with TCB or the  effects  that other  third  parties  may cause as a
result of this issue.  Therefore,  there can be no assurance that the failure or
delay of others to address the issue or that the costs  involved in such process
will not have a material adverse effect on TCB's business,  financial condition,
and results of operations.

TCB's  contingency  plans relative to Year 2000 issues have not been  finalized.
These  plans are  evolving  as the  testing  of  systems  proceeds.  During  the
completion of the testing phase  management will determine if it is necessary to
develop a "worst case scenario"  contingency  plan.  Based on testing results to
date (as noted  above),  TCB's mission  critical  systems have been deemed to be
Year 2000  compliant  and,  therefore a contingency  plan has not been developed
with respect to those  systems.  Alternatively,  some  systems  could be handled
manually on an interim  basis.  It is anticipated  that TCB's deposit  customers
will  have  increased   demands  for  cash  in  the  latter  part  of  1999  and
correspondingly TCB will maintain higher liquidity levels.




                                       10

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's  market risk arises  primarily from interest rate risk inherent in
its  lending and deposit  taking  activities.  The Company has little or 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 the Company's net
interest  income and capital,  while  adjusting  the  Company'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 the Company'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 the  Company's
market risk exposure since December 31, 1998.

                           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 2. Changes in Securities and Use of Proceeds

During the quarter ended March 31, 1999,  2,250 shares were issued to holders of
warrants at a purchase price of $10.00 per share.

Proceeds were used for general corporate purposes.

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 exhibits which
        are  denominated  by a double  asterisk (**) where filed with TCB's 1998
        Form 10- KSB. The exhibit  numbers  correspond to the exhibit numbers in
        the referenced documents.
<TABLE>
<CAPTION>

      Exhibit Number                      Description of Exhibit
      --------------                      ----------------------

<S>                                       <C>                                 
        *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)
        **22.1                            TCB's 1999 Annual Meeting Proxy Statement
        **22.2                            TCB's 1998 Annual Report
        27                                Financial Data Schedule (for SEC use only)
</TABLE>


(b)     Reports  on Form 8-K.  There  were no  reports on Form 8-K filed for the
        three months ended March 31, 1999.


                                       11

<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:     , 1999                  By:         /s/Gary G. Campbell
     ------------------                       --------------------
                                                 Gary G. Campbell, President and
                                                 Chief Executive Officer




Date:     , 1999                  By:          /s/Harvey E. Buckmaster
     ------------------                        ------------------------
                                                  Harvey E. Buckmaster, 
                                                        Chief Financial Officer




                                       12