<PAGE>
 
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 1998

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

     For transition period from ____________ to _____________

                       Commission file number:  2-98960A

                         COMMERCE NATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)

                                    FLORIDA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   59-2497676
                      (I.R.S. Employer Identification No.)

                           1201 South Orlando Avenue
                          Winter Park, Florida  32789
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (407) 741-8900
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 
    -------       -------       

     This filing contains 45 pages.  The Exhibit Index is found on page 29.
<PAGE>
 
                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     On August 1, 1998, Commerce National Corporation (the "Company") had
721,019 shares of common stock, par value $0.10 per share, issued and
outstanding.

                   (BALANCE OF PAGE INTENTIONALLY LEFT BLANK)


                                       2
<PAGE>
 
                         PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

The financial statements begin on the following page.


                                       3
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY


                               Table of Contents


Accountants' Review Report

Condensed consolidated balance sheets (unaudited)--June 30, 1998
 and December 31, 1997

Condensed consolidated statements of operations (unaudited)--Three months
 ended June 30, 1998 and 1997; Six months ended June 30, 1998
 and 1997

Condensed consolidated statements of cash flows (unaudited)--Six months
 ended June 30, 1998 and 1997

Selected notes to condensed consolidated financial statements (unaudited)--June
 30, 1998


                                       4
<PAGE>
 
KPMG Peat Marwick LLP
    111 North Orange Avenue, Suite 1600
    P.O. Box 3031
    Orlando, FL 32802



The Board of Directors
Commerce National Corporation and Subsidiary:


We have reviewed the condensed consolidated balance sheet of Commerce National
Corporation and subsidiary as of June 30, 1998 and the related condensed
consolidated statements of operations for the three month and six month periods
ended June 30, 1998 and 1997 and condensed consolidated statements of cash flows
for the six month periods ended June 30, 1998 and 1997.  These condensed
consolidated financial statements are the responsibility of the Company'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 review 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 accompanying condensed consolidated financial statements 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 of Commerce National Corporation and
subsidiary as of December 31, 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year then ended not
presented herein; and in our report dated January 27, 1998, except as of note 22
which was of February 1, 1998, 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, 1997,
is fairly presented, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.


/s/ KPMG Peat Marwick LLP


Orlando, Florida
July 17, 1998


                                       5
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

               Condensed Consolidated Balance Sheets (Unaudited)


<TABLE>
<CAPTION>
 
 
                                                       JUNE 30,    DECEMBER 31,
ASSETS                                                   1998          1997
                                                     ------------  ------------
<S>                                                  <C>           <C>
 
Cash and due from banks                              $  3,648,950     6,095,762
Federal funds sold                                      7,250,000       300,000
Investment securities available for sale (note 2)      15,016,409    15,499,777
Investment securities held to maturity (note 2)           190,000       190,000
Loans, net (note 3)                                   107,364,853    97,317,521
Accrued interest receivable                               818,358       748,897
Premises and equipment, net                             3,791,159     3,925,251
Other real estate owned                                        --       251,622
Deferred tax asset, net                                   293,165       401,545
Federal Reserve Bank stock, at cost                       171,000       171,000
Federal Home Loan Bank stock, at cost                     378,600       341,300
Prepaid expenses and other assets                          92,206        85,301
Executive supplemental income plan - cash
  surrender value life insurance policies               1,334,883     1,302,706
 
</TABLE>

                                                      -----------   -----------
                                                      
       Total assets                                  $140,349,583   126,630,682
                                                      ===========   ===========



See accompanying review report of KPMG Peat Marwick LLP and accompanying
  selected notes to condensed consolidated financial statements (unaudited).


                                       6
<PAGE>
 
<TABLE>
<CAPTION>
 
 
                                                                   JUNE 30,    DECEMBER 31,
LIABILITIES                                                         1998           1997
                                                                    ----           ----
<S>                                                             <C>            <C>
Deposits (note 4):
   Noninterest bearing                                          $ 21,531,064    18,481,616
   Interest bearing                                              101,233,195    92,644,084
                                                                ------------   -----------
 
         Total deposits                                          122,764,259   111,125,700
Federal Home Loan Bank advances                                    1,172,234     1,176,534
Other borrowed funds                                               3,634,230     3,455,470
Accrued interest payable                                             146,999       133,134
Accounts payable and other liabilities                               479,367       335,997
                                                                ------------   -----------
 
         Total liabilities                                       128,197,089   116,226,835
                                                                ------------   -----------
 
 
       STOCKHOLDERS' EQUITY
 
Common stock, par value $.10 per share (1,000,000 shares
   authorized; 742,819 and 618,035 shares issued and 721,019
   and 596,235 shares outstanding at June 30, 1998 and
   December 31, 1997, respectively)                                   74,282        61,804
Additional paid-in capital                                         7,927,804     6,721,129
Retained earnings                                                  4,351,906     3,808,136
Treasury stock, at cost (21,800 shares at June 30, 1998 and
   December 31, 1997)                                               (208,640)     (208,640)
Accumulated other comprehensive income                                 7,142        21,418
                                                                ------------   -----------
 
         Total stockholders' equity                               12,152,494    10,403,847
 
Commitments and contingencies (note 5)
                                                                ------------   ----------- 

         Total liabilities and stockholders' equity             $140,349,583   126,630,682
                                                                ============   ===========
</TABLE>


                                       7
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

          Condensed Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
 
 
                                                              THREE MONTHS ENDED              SIX MONTHS ENDED
                                                              ------------------              ----------------
                                                                   JUNE 30,                        JUNE 30,
                                                            1998              1997           1998            1997
                                                            ----              ----           ----            ----
<S>                                                      <C>                <C>            <C>            <C>  
Interest income:
 Loans                                                   $2,383,395         2,142,384      4,647,490      4,128,226
 Investment securities                                      235,626           245,334        477,881        489,992
 Federal funds sold                                         132,787            41,744        182,687         56,527
 Federal Reserve Bank stock                                   2,565             2,250          5,074          4,500
 Federal Home Loan Bank stock                                 6,903                --         13,004          5,470
 Due from banks                                               3,261               668          6,034          1,211
                                                         ----------         ---------      ---------      ---------
 
   Total interest income                                  2,764,537         2,432,380      5,332,170      4,685,926
 
Interest expense                                          1,234,219         1,079,972      2,356,684      2,115,636
                                                         ----------         ---------      ---------      ---------
 
   Net interest income                                    1,530,318         1,352,408      2,975,486      2,570,290
 
Provision for loan losses                                    62,253            36,000        124,506         72,000
                                                         ----------         ---------      ---------      ---------
 
   Net interest income after
    provision for loan losses                             1,468,065         1,316,408      2,850,980      2,498,290
                                                         ----------         ---------      ---------      ---------
 
Other operating income:
 Customer service fees                                      227,952           177,677        443,161        330,373
 
Other operating expenses:
 Salaries and benefits                                      548,529           497,367      1,075,340        998,661
 Occupancy expense                                          226,620           209,598        451,088        408,246
 Legal and professional fees                                 62,966            59,233        133,778        120,245
 Other expenses                                             303,743           295,463        615,750        545,456
 Loss on sale and write down of other
  real estate owned                                          30,058                --         32,075          1,371
                                                         ----------         ---------      ---------      ---------
 
                                                          1,171,916         1,061,661      2,308,031      2,073,979
                                                         ----------         ---------      ---------      --------- 

   Net operating  income before taxes                       524,101           432,424        986,110        754,684
Income tax expense                                          208,051           176,198        376,754        296,695
                                                         ----------         ---------      ---------      --------- 

   Net earnings                                          $  316,050           256,226        609,356        457,989
                                                         ==========         =========      =========      =========
 
Basic and diluted earnings per share (note 6)            $      .44               .43            .87            .77
                                                         ==========         =========      =========      =========
</TABLE>

 See accompanying review report of KPMG Peat Marwick LLP and accompanying
  selected notes to condensed consolidated financial statements (unaudited).


                                       8
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

          Condensed Consolidated Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>
 
 
                                                                   SIX MONTHS ENDED
                                                                   ----------------
                                                                       JUNE 30,
                                                               1998               1997
                                                               ----               ---- 
<S>                                                        <C>                 <C> 
Cash flows provided by operating activities:
   Net income                                              $    609,356           457,989
 
   Adjustments to reconcile net income to net
    cash provided
    by operating activities:
     Depreciation of premises and equipment                     156,742           141,419   
       Net amortization of premiums and accretion of 
       discounts on investment securities held to
       maturity and investment securities available 
       for sale                                                 (39,528)          (34,890)
     Provision for loan  losses                                 124,506            72,000
     Deferred loan origination fees                              27,046            20,044
     Deferred income taxes                                      117,000            (2,783)
     Loss on sale of other real estate owned                     32,075             1,371
     Executive supplemental income plan -
      additional cash
      surrender value                                           (32,177)          (31,548)
     Cash provided by (used in) changes in:
        Accrued interest receivable                             (69,461)          (32,354)
        Prepaid expenses and other assets                        (6,905)           16,612
        Accrued interest payable                                 13,865            14,933
        Accounts payable and other liabilities                  143,370            96,115
                                                           ------------        ----------
 
        Net cash provided by operating
         activities                                           1,075,889           718,908
                                                           ------------        ----------
 
Cash flows provided (used in) by investing
 activities:
   Net loans made to customers                              (10,242,380)       (3,834,543)
   Decrease (increase) in federal funds sold                 (6,950,000)       (1,150,000)
   Purchases of investment securities available for sale     (7,000,000)       (4,000,000)
   Proceeds from maturity of investment
    securities available for sale                             3,500,000         2,500,000
   Proceeds from called investment securities available for
    sale                                                      4,000,000                --
   Purchase of premises and equipment                           (22,650)         (214,267)
   Proceeds from sale of other real estate
    owned                                                       263,043           290,353
   Redemption (purchase) of Federal Home Loan Bank stock        (37,300)          (41,300)
                                                           ------------        ---------- 
        Net cash (used in) investing
         activities                                         (16,489,287)       (6,449,757)
                                                           ------------        ----------
</TABLE>
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

          Condensed Consolidated Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>
 
 
                                                                      SIX MONTHS ENDED
                                                                      ----------------
                                                                          JUNE 30,
                                                                     1998         1997
                                                                     ----         ----
<S>                                                               <C>           <C>
Cash flows provided by (used in) financing activities:
   Net increase in demand deposits, NOW accounts and passbook
    savings accounts                                                5,474,343   1,277,193
   Net increase in certificates of deposit                          6,164,216   5,450,026
   Principal payment on mortgage note payable                         (13,787)    (12,725)
   Increase in repurchase agreements                                  192,547     391,081
   Net repayment of borrowings from the Federal Home Loan Bank         (4,300)     (3,912)
   Shareholder dividends paid                                         (65,586)         --
   Proceeds from employee stock options exercised                   1,215,000          --
   Proceeds from sale of common stock                                   4,153       5,863
                                                                  -----------   ---------
 
        Net cash provided by financing activities                  12,966,586   7,107,526
                                                                  -----------   ---------
 
        Net increase in cash and cash equivalents                  (2,446,812)  1,376,677
 
Cash and cash equivalents at the beginning of period                6,095,762   3,389,652
                                                                  -----------   ---------
 
Cash and cash equivalents at end of period                        $ 3,648,950   4,766,329
                                                                  ===========   =========
 
Cash paid during the period for:
 Interest                                                         $ 2,342,819   2,100,703
                                                                  ===========   =========
 
 Income taxes                                                     $   235,436          --
                                                                  ===========   =========
 
Supplemental disclosure for non-cash items:
 Market value adjustment - investments available for sale:
   Investments                                                    $   (11,445)     24,964
   Deferred income tax liability                                        4,303       8,488
                                                                  -----------   ---------
 
      Unrealized gain (loss) on investments available for sale    $    (7,142)     16,476
                                                                  ===========   =========
 
 Financing of other real estate owned                             $    43,496      48,277
                                                                  ===========   =========
 
</TABLE>

See accompanying review report of KPMG Peat Marwick LLP and accompanying
    selected notes to condensed consolidated financial statements (unaudited).

                                      10
<PAGE>
 
                 COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP



(1)  Basis of Presentation
 
   (a) Interim Financial Information
 
       The accompanying unaudited condensed consolidated financial statements of
       Commerce National Corporation and Subsidiary (the Company) have been
       prepared in accordance with generally accepted accounting principles for
       interim financial information and with the instructions to Form 10-Q and
       Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of
       the information and footnotes required by generally accepted accounting
       principles for complete financial information.  In the opinion of
       management, all adjustments (consisting of normal recurring accruals)
       considered necessary for a fair presentation have been included.
       Operating results for the six months ended June 30, 1998 are not
       necessarily indicative of the results that may be expected for the year
       ended December 31, 1998.  For further information, refer to the
       consolidated financial statements and footnotes thereto included in the
       Company's annual report on Form 10-K for the year ended December 31,
       1997.
 
   (b) Reporting Information for Operating Segments

       In June 1997, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards No. 131, "Disclosure about
       Segments of an Enterprise and Related Information."  This Statement
       establishes standards for the way that public business enterprises report
       information about operating segments in annual financial statements and
       requires that those enterprises report selected information about
       operating segments in interim financial reports issued to shareholders.
       The Statement is required for fiscal years beginning after December 15,
       1997.
 
       The Company does not anticipate that adoption of this standard will have
       a significant impact on its condensed consolidated financial statements.
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP



   (c) Comprehensive Income

       In June 1997, the Financial Accounting Standards Board established
       Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
       Comprehensive Income."  This Statement establishes standards for
       reporting and display of comprehensive income and its components in a
       full set of financial statements.  This Statement requires that an
       enterprise classify items or other comprehensive income by nature in a
       financial statement, and display the accumulated balance of other
       comprehensive income separately from retained earnings and additional
       paid-in capital in the equity section of a balance sheet.
 
       The Company adopted this Statement effective January 1, 1998.  The
       Company's other comprehensive income is the unrealized gain/(loss) on
       investment securities available for sale. Total comprehensive income for
       the three and six month periods ended June 30, 1998 and 1997 were
       $311,920, $595,080, $196,945 and $434,105, respectively.

   (d) Derivative Financial Instruments
 
       The Company has interest rate risk exposure relating to its investments
       in interest sensitive assets and funding through interest sensitive
       liabilities.  Management continually monitors the Company's interest rate
       risk level by determining the effect of various interest rate movements
       on the level of exposure.  Management considers the level of exposure in
       determining the appropriate duration mix of interest sensitive assets in
       relation to interest sensitive liabilities, and the pricing of such
       assets and liabilities.  The Company does not have any investment in
       derivative financial instruments.
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP


(2) Investment Securities Held to Maturity and Investment Securities Available
   For Sale
 
   The amortized cost and estimated market values of investment securities held
   to maturity at June 30, 1998 and December 31, 1997 are summarized as follows:

 
                                   June 30, 1998          December 31, 1997
                              -----------------------  -----------------------
 
                              Amortized    Estimated   Amortized   Estimated
                                cost     market value     cost    market value
                                ----     ------------     ----    ------------
 
      Municipal securities   $ 190,000     190,004       190,000     190,454
                               =======     =======       =======     =======   

   The amortized cost and estimated market value of investments available for
   sale at June 30, 1998 and December 31, 1997 are as follows:

<TABLE> 
<CAPTION> 
 
                                      JUNE 30, 1998             DECEMBER 31, 1997
                                      -------------             -----------------
 
                              Amortized     Estimated      Amortized    Estimated
                                cost        market Value     cost      market Value
                             -------------  ------------  ----------  -------------
<S>                          <C>            <C>           <C>         <C> 
U.S. Treasury  securities    $ 15,004,964    15,016,409   15,465,436    15,499,777
                               ==========    ==========   ==========   ===========
</TABLE>

   As of June 30, 1998, the Company had securities sold under agreement to
   repurchase of $3,349,453. All agreements were one day transactions, thus the
   carrying value, market value, and borrowings were equal at quarter end.

     The Company enters into sales of securities under agreements to repurchase
   ("Agreements").  Fixed-coupon Agreements are treated as financing, and the
   obligations to repurchase securities sold are reflected as a liability in the
   condensed consolidated balance sheet.  The dollar amount of securities
   underlying the Agreements remain in the asset accounts.  At June 30, 1998,
   all of the Agreements were to repurchase identical securities.  The assets
   underlying the Agreements, were held in safekeeping by a third party.  During
   the quarter ended June 30, 1998, Agreements outstanding averaged
   approximately $4,653,859 and the maximum amount outstanding during the
   quarter was $6,254,833. Total interest expense paid on repurchase Agreements
   was $58,101 and $39,180 for the quarter ended June 30, 1998 and June 30,
   1997, respectively, and $98,379 and $73,419 for the six months ended June 30,
   1998 and June 30, 1997, respectively.
<PAGE>
 
                 COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP



(3)  Loans
 
   Major categories of loans included in the loan portfolio at June 30, 1998 and
   December 31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
 
                                               1998          1997
                                           -------------  -----------
<S>                                        <C>            <C>
 
     Commercial-secured                    $ 12,901,215   11,113,710
     Commercial-unsecured                     2,736,658    4,326,247
     Real estate - primarily commercial      89,776,864   80,223,450
     Other (installment and overdrafts)       3,480,715    3,040,377
                                           ------------   ----------
 
                                            108,895,452   98,703,784
     Allowance for loan losses               (1,130,371)  (1,013,081)
     Deferred loan origination fees            (400,228)    (373,182)
                                           ------------   ----------
 
                                           $107,364,853   97,317,521
                                           ============   ==========
</TABLE>

     The recorded investment in loans for which an impairment has been
   recognized and the related allowance for loan losses at June 30, 1998 and
   December 31, 1997 were $1,623,076 and $3,938 and $1,168,036 and $37,912,
   respectively.  All impaired loans had an associated general allowance for
   loan losses.  The average recorded investment in impaired loans during the
   second quarter was $1,395,556. No interest income was recognized during the
   quarter ended June 30, 1998 on impaired loans.
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP
                                        


 
   The activity in the allowance for loan losses for the three months ended June
   30, 1998 and 1997 and the six months ended June 30, 1998 and 1997 is as
   follows:
<TABLE>
<CAPTION>
 
                                                 Three months ended           Six months ended
                                                      June 30,                    June 30,
                                                      --------                    --------
 
                                                   1998       1997             1998      1997
                                                   ----       ----             ----      ----
      <S>                                       <C>          <C>             <C>         <C> 
      Balance at the beginning of the period    $1,070,515   912,959         1,013,081   887,803
 
      Charge offs                                  (24,460)       --           (66,060)  (13,547)
      Recoveries                                    22,063     3,943            58,844     6,646
      Provision for loan losses                     62,253    36,000           124,506    72,000
                                                ----------   -------         ---------   -------
 
      Balance at the end of the period          $1,130,371   952,902         1,130,371   952,902
                                                 =========   =======         =========   =======
</TABLE>

   At June 30, 1998 and December 31, 1997, certain stockholders, directors and
   employees were indebted to the Bank in the aggregate amounts of $8,947,802
   and $12,996,264, respectively.  All such loans were made in the ordinary
   course of business.


(4)  Deposits
 
   Included in interest bearing deposits are certificates of deposit issued in
   amounts of $100,000 or more. These certificates and their remaining
   maturities at June 30, 1998 and December 31, 1997 are as follows:
<TABLE>
<CAPTION>
 
                                  1998         1997
                                  ----         ----
<S>                            <C>          <C>
 
Three months or less           $24,084,300  23,954,183
Three through twelve months      8,722,146   4,921,535
Over one year                    1,480,918     616,091
                               -----------  ----------
 
                              $34,287,364   29,491,809
                               ==========   ==========
</TABLE>
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP
                                        


(5)  Commitments
 
   In the normal course of business, the Bank has various commitments to extend
   credit and standby letters of credit which are not reflected in the financial
   statements.  At June 30, 1998 and December 31, 1997, the Bank had commitments
   to customers of approximately $329,698 and $870,486 for standby letters of
   credit, $28,230,904 and $20,605,454 for unfunded firm loan commitments and
   $63,561,473 and $50,832,223 for approved lines of credit, respectively.
 

(6) Basic and Diluted Earnings Per Share
 
   In February 1997, the Financial Accounting Standards Board issued Statement
   of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share."  This
   Statement simplifies the calculation of earnings per share (EPS) under APB 15
   and was required to be implemented by companies for periods ending December
   15, 1997 with prior period restated.  The following calculations represent
   EPS under SFAS 128:
<TABLE>
<CAPTION>
 
                                               Income        Shares      Per share
                                             (numerator)  (denominator)   amount
                                             -----------  -------------  ---------
<S>                                          <C>          <C>            <C>
 
For the three months ended June 30, 1998:
  BASIC AND DILUTED EARNINGS PER SHARE:
      Net income                               $316,050        721,029        $.44
                                                =======        =======        ====
 
For the three months ended June 30, 1997:
  BASIC AND DILUTED EARNINGS PER SHARE:
      Net income                               $256,226        596,176        $.43
                                                =======        =======        ====
 
For the six months ended June 30, 1998:
  BASIC AND DILUTED EARNINGS PER SHARE:
      Net income                               $609,356        699,652        $.87
                                                =======        =======        ====
 
For the six months ended June 30, 1997:
  BASIC AND DILUTED EARNINGS PER SHARE:
       Net income                              $457,989        595,981        $.77
                                                =======        =======        ====
</TABLE>
<PAGE>
 
                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1998

            See accompanying review report of KPMG Peat Marwick LLP
                                        

(7) New Pronouncements

    In June 1998, the FASB issued Statement of Financial Accounting Standards
    No. 133, "Accounting for Derivative Instruments and Hedge Activities" (FASB
    133). This standard which is effective for all fiscal quarters and all
    fiscal years beginning after June 15, 1999, requires all derivatives be
    measured at fair value and be recognized as assets and liabilities in the
    statement of financial position. FASB 133 sets forth the accounting for
    changes in fair value of a derivative depending on the intended use and
    designation of the derivative. Implementation of FASB 133 is not expected to
    have a significant impact on the financial position or operations of the
    Company.
 

                                      17
<PAGE>
 
Item 2.   Management's Discussion And Analysis Of Financial Condition And
 Results Of Operations.


     Except for historical information contained herein, the matters discussed
in this report contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that involve substantial risks and uncertainties.  When used in this
report, or in the documents incorporated by reference herein, the words
"anticipate", "believe", "estimate", "may", "intend", "expect" and similar
expressions identify certain of such forward-looking statements.  Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
herein.  These forward-looking statements are based largely on the expectations
of the Company and are subject to a number of risks and uncertainties,
including, but not limited to, economic, competitive and other factors affecting
the Company's operations, markets, products and services, as well as expansion
strategies and other factors discussed elsewhere in this report filed by the
Company with the Securities and Exchange Commission.  Many of these factors are
beyond the Company's control.

     The accompanying condensed consolidated financial statements of the Company
are primarily affected by the operation of the NATIONAL BANK OF COMMERCE (the
"Bank"), its wholly owned subsidiary.

     The following discussion and analysis presents a review of the Company's
Condensed Consolidated Financial Condition and Results of Operation.  This
review should be read in conjunction with the condensed consolidated financial
statements and other financial data presented herein.

Summary:
------- 

     During the second quarter and the first six months of 1998, the Company had
net income of $316,050 and $609,356, respectively.  This compares with net
income of $256,226 for the second quarter of 1997 and $457,989 for the first six
months of 1997.  This is the result of loans increasing to an all-time high of
$107,364,853 at the end of the second quarter of 1998 compared to $97,317,521 at
year-end 1997.  This resulted in total interest income of $5,332,170 at the end
of the second quarter of 1998 compared to the same period in 1997 of $4,685,926.
Interest expense for the second quarter ending June 30, 1998, was $1,234,219
compared to $1,079,972 for the same time period in 1997, while interest expense
totaled $2,356,684 for the first six months of 1998 compared to $2,115,636 for
the same period in 1997.  While interest-bearing deposits increased to
$101,233,195 as of June 30, 1998, compared to the year-end 1997 figure of
$92,644,084, the rates paid on these deposits have remained the same since the
second quarter of 1997.

     Two indicators which measure profitability are net income as a percentage
of average assets (ROAA) and net income as a percentage of average shareholder
equity (ROAE).  A comparison of these ratios for the first six months of the
last two years is as follows:


                                      18
<PAGE>
 
<TABLE>
<CAPTION>
 
                      For the Six Months Ending
 
                        6/30/98        6/30/97
------------------------------------------------- 
<S>                   <C>              <C> 
ROAA                        .91%           .78%
------------------------------------------------- 
ROAE                      10.36%          9.70%
-------------------------------------------------
NET INCOME             $609,356       $457,989
-------------------------------------------------
AVERAGE ASSETS     $133,920,167   $117,808,934
-------------------------------------------------
AVERAGE CAPITAL    $ 11,763,545   $  9,447,257
-------------------------------------------------
</TABLE>

Net Interest Income
-------------------

     Net interest income, the difference between interest earned on interest-
earning assets and interest expense incurred on interest-bearing liabilities, is
the most significant component of the Company's earnings. Net interest income is
affected by changes in the volumes and rates of interest-earning assets and
interest-bearing liabilities and the volume of interest-earning assets funded
with interest-bearing deposits, non-interest-bearing deposits, and stockholders'
equity. Net interest income for the first six months of the last two years is as
follows:


<TABLE>
<CAPTION>
 
                       For the Six Months Ending
<S>                    <C>               <C> 
                            6/30/98      6/30/97
------------------------------------------------
INTEREST INCOME          $5,332,170   $4,685,926
------------------------------------------------ 
INTEREST EXPENSE         $2,356,684   $2,115,636
------------------------------------------------
NET INTEREST INCOME      $2,975,486   $2,570,290
------------------------------------------------
</TABLE>


     Net interest income of increased 13% in the second quarter and 16% in the
first six months of 1998 compared to the same periods in 1997.

     On an annualized basis, the Company's net interest margin was 4.56% through
the second quarter of 1998 compared to 4.68% through the second quarter of 1997.

     Changes in net interest income from period to period result from increases
or decreases in the average balances of interest-earning assets and interest-
bearing liabilities, increases or decreases in the average rates earned and paid
on such assets and liabilities, the banks' ability to manage their earning asset
portfolios and the availability of particular sources of funds.

Provision for Loan Losses
-------------------------

     There were seven (7) non-accruing loans totaling $1,598,616 at June 30,
1998.  This compares with eleven (11) non-accruing loans totaling $1,132,848 as
of June 30, 1997.  Of the 

                                      19
<PAGE>
 
1998 figure, three (3) loans totaling $932,030 are collateralized with first
mortgages. One loan secured by a first mortgage on a commercial warehouse in the
amount of $71,997 was paid off July 15, 1998.

     One property that is secured by a first mortgage is a 100-lot subdivision
in Seminole County, Florida.  There is an acquisition and development loan in
the amount of $568,178 on the remaining 63 lots in this subdivision.  At the
same time, of the 37 lots which have been sold, the Bank continues to carry
first mortgages on six (6) completed houses in the subdivision in the amount of
$291,855.  Foreclosure proceedings have commenced in June of this year.  It is
anticipated at this time that there will be no loss to the Bank.

     There are two unsecured loans totaling $65,319.  Litigation is in process
against the principals in these two loans.

     There is one loan in the amount of $90,644 secured by business assets and a
custom parasail boat and trailer.  A lawsuit has also been filed against the
principals in this loan.  It is anticipated at this time that there will be no
loss to the Bank.

     A loan in the amount of $510,623 is secured by the limited guarantees of 51
physicians, each of whom is a limited partner in a limited partnership, the
majority of which guarantees range between $10,000 and $20,000.  There are also
guarantees from three (3) general partners in this partnership totaling $177,500
and a lien against accounts receivable currently totaling $425,808.  This
partnership has filed a Chapter 11 reorganization plan, and it is currently
anticipated that no loss will be incurred by the Bank.  The partnership has
entered into a purchase contract to be acquired by a national concern in the
same field.  It is anticipated that this loan will be paid off by the end of the
third quarter of 1998.

     The Company's allowance for loan losses at June 30, 1998 was $1,130,371, a
1.04% reserve on total loans outstanding.  This compares to an allowance of
$952,902, a 1.04% reserve of total loans outstanding, at June 30, 1997.

Non-Interest Income
-------------------

     Non-interest income in the second quarter of 1998 increased 28% to $227,952
compared to $177,677 for the same period in 1997, while non-interest income for
the first six months of 1998 increased 34% to $443,161 compared to $330,373 for
the same time period in 1997.  Service charge income on deposits increased to
$44,827 through the first six months of 1998 compared to $29,967 for the same
time period in 1997.  Other income on time deposit accounts, which includes
collecting penalties on insufficient funds and checks, increased to $105,618
through the first six months of 1998 compared to $78,796 for the same time
period in 1997.

Non-Interest Expense
--------------------

     Non-interest expense in the second quarter of 1998 increased 10% to
$1,171,916 compared to $1,061,661 in the same period in 1997, while non-interest
expense for the first six months of 1998 increased 11% to $2,308,031 compared to
$2,073,979 for the same time period 


                                      20
<PAGE>
 
in 1997. Personnel expense, consisting of salaries, other compensation and
employment benefits, increased 10.3% and 7.7% over the aforementioned periods.
This is a result of additional hirings during the first six months of 1998 which
increased salary expense and group insurance costs.

     Occupancy expense in the second quarter of 1998 increased 8% to $226,620
compared to $209,598 for the same period in 1997, while occupancy expense for
the first six months of 1998 increased 10.5% to $451,088 compared to $408,246
during the same time period in 1997. This is a result of a new five-year lease
which the Bank committed to which increased lease expense in the first six
months by $17,818.  Also, equipment expense, which is included under occupancy
expense, increased $26,778 during the second quarter of 1998 compared to the
same time period in 1997.  This is a result of increased depreciation expense on
new computer systems plus the maintenance and repair expense to maintain the
computer system.  The investment in equipment will continue to grow due to the
Company's commitment to maintain state of the art capabilities and computer
software information as it heads for the year 2000.

     Also, data processing expense, which is included in the other expense
category, increased by $19,804 during the second quarter of 1998 as the Bank
continued to grow with more customers.  Advertising and marketing expenses
increased in the second quarter of 1998 by $31,675 as compared to the same
quarter of 1997.  New expenditures were made in connection with various products
to continue to stimulate business growth and development. Also, the final piece
of property in the other real estate owned category was sold during the second
quarter of 1998.  This resulted in a loss on the sale of the property of
$30,058.

Liquidity
---------

     The liquidity of a banking institution reflects its ability to provide
funds to meet loan requests, to accommodate possible outflows in deposits and to
take advantage of interest rate market opportunities.  Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations,
require continuous analysis in order to match the maturities of specific
categories of specific short-term loans and investments with specific types of
deposits and borrowings.  The objective of liquidity management is to maintain a
balance between sources and uses of funds such that the cash flow needs of the
Company are met in the most economical manner.  On the asset side, the Company's
liquidity is provided by Federal funds sold, loan principal repayments, and by
investment securities, of which 100% have maturities of five years or less.
Moreover, liquidity is provided by an investment portfolio that is readily
marketable.

     Closely related to the concept of liquidity is the management of interest-
earning assets and interest-bearing liabilities, which focuses on maintaining
stability in the net interest spread, an important factor in earnings' growth
and stability.  The interest rate volatility of recent years and rate
deregulation have significantly affected the way in which banks manage their
business and have highlighted the importance of asset and liability management.
For the Company, the most important objectives in assets and liability
management include: (1) controlling interest rate exposure, (2) ensuring
adequate liquidity, and (3) maintaining strong capital foundation.

                                       21
<PAGE>
 
Capital Resources
-----------------

     On January 27, 1989, the Office of the Comptroller of the Currency issued
an amendment to 12 CFR Part 3 adopting final risk based capital guidelines for
national banks. Developed in conjunction with the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System, these
guidelines provide an additional measure of a bank's capital adequacy and are
intended to reflect the relative degree of credit risk associated with various
assets by setting different capital requirements for assets having less credit
risk than others.  Secondly, banks are required to systematically hold capital
against such off-balance sheet activities as loans sold with recourse, loan
commitments, guarantees and standby letters of credit.  Finally, the guidelines
strengthen the quality of capital by increasing the emphasis on common equity
and restricting the amount of loss reserves and other forms of equity, such as
preferred stock, that can be counted as capital.

     Under the terms of the guidelines, banks must meet minimum capital adequacy
based upon both total assets and risk adjusted assets.  To the extent that an
institution has a favorable risk based capital ratio, it would more likely be
permitted to operate at or near minimum primary capital levels.  On December 31,
1992, the guidelines took effect in their final form whereupon all banks are
required to maintain a risk based capital ratio of 8.0%.  At June 30, 1998, the
Bank had a total risk based capital ratio (i.e. Tier One plus Tier Two capital)
of 10.16% (11.40% for the Company on a consolidated basis).  The Bank and the
Company are well capitalized.

     The Company stands ready to infuse additional capital into the Bank should
it be warranted.

Impact of Inflation
-------------------

     The condensed consolidated financial statements and related financial data
and notes presented herein have been prepared in accordance with Generally
Accepted Accounting Principles ("GAAP"), which require the measurement of
financial position and operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money over time due to
inflation.  Unlike most industrial companies, virtually all of the assets and
liabilities of the Company and the Bank are monetary in nature.  As a result,
interest rates have a more significant impact on the performance of the Company
and the Bank than the effects of general price levels.  Although interest rates
generally move in the same direction as inflation, the magnitude of such changes
varies.

Competition
-----------

     All areas of the Company's business are highly competitive. The Company
faces heavy competition, both from local and national financial institutions and
from various other providers of financial services.  By industry standards, the
Company relies heavily on large deposit customers.  In the opinion of
management, this factor is a result of its customer base and local demographics.

                                       22
<PAGE>
 
Accounting Pronouncements
-------------------------

SFAS No. 131

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131, "Disclosure about Segments
of an Enterprise and Related Information."  This Statement establishes standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders.  The Statement is required for fiscal years
beginning after December 15, 1997.

     The Company does not anticipate that adoption of this standard will have a
significant impact on its consolidated financial statements upon adoption.

SFAS No. 133

     In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedge Activities" (FASB
133).  This standard, which is effective for all fiscal quarters and all fiscal
years beginning after June 15, 1999, requires all derivatives be measured at
fair value and be recognized as assets and liabilities in the statement of
financial position.  FASB 133 sets forth the accounting for changes in fair
value of a derivative depending on the intended use and designation of the
derivative. Implementation of FASB 133 is not expected to have a significant
impact on the financial position or results of operations of the Company.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

     The business of the Company and the composition of its consolidated balance
sheet consists of investments in interest-earning assets (primarily loans and
investment securities) which are primarily funded by interest-bearing
liabilities (deposits).  Such financial instruments have varying levels of
sensitivity to changes in market interest rates resulting in market risk.

INTEREST RATE RISK MEASUREMENT

     Interest rate risk results when the maturity or repricing intervals and
interest rate indices of the interest-earning assets and interest-bearing
liabilities are different.  In an attempt to manage its exposure to changes in
interest rates, management monitors the Company's interest rate risk.
Management's asset/liability committee meets monthly to review the Company's
interest rate risk position and profitability, and recommend adjustments for
consideration by the Board of Directors.  Management also reviews the Bank's
securities portfolio, formulates investment strategies, and oversees the timing
and implementation of transactions to assure attainment of the Board's
objectives in the most effective manner.  Notwithstanding the Company's interest
rate risk management activities, the potential for changing interest rates is an
uncertainty that can have an adverse effect on net income.

                                       23
<PAGE>
 
     In adjusting the Company's asset/liability position, the Board and
management attempt to manage the Company's interest rate risk while enhancing
net interest margins.  The rates, terms and interest rate indices of the
Company's interest-earning assets result primarily from the Company's strategy
of investing in loans and securities which permit the Company to limit its
exposure to interest rate risk, together with credit risk, while at the same
time achieving a positive interest rate spread from the difference between the
income earned on interest-earning assets and the cost of interest-bearing
liabilities.

     One method of measuring interest rate risk is to determine the earnings-at-
risk for a given change in interest rates which is done on a monthly basis.  The
impact on value (earnings) is significant because reduced earnings will affect
capital.  The change in interest rates does not necessarily represent an
immediate or parallel shift.

NET ECONOMIC VALUE

     The interest rate risk ("IRR") component is a dollar amount that is
deducted from total capital for the purpose of calculating an institution's
risk-based capital requirement and is measured in terms of the sensitivity of
its net economic value ("NEV") to changes in interest rates.  An institution's
NEV is calculated as the net discounted cash flows from assets, liabilities, and
off-balance sheet contracts.  An institution's IRR component is measured as the
change in the ratio of NEV to the net present value of total assets as a result
of a hypothetical 200 basis point change in market interest rates.  A resulting
decline in this ratio of more than 2% of the estimated present value of an
institution's total assets prior to the hypothetical 200 basis point change will
require the institution to deduct form its regulatory capital 50% of that excess
decline.  Based on quarterly calculations, the Bank experienced no such decline.

     Although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates.  Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as adjustable-rate mortgage loans, have
features that restrict changes in interest rates on a short-term basis and over
the life of the loan.  Further, in the event of a change in interest rates,
prepayment and early withdrawal levels could deviate significantly.  Finally,
the ability of many borrowers to service their debt may decrease in the event of
a significant interest rate increase.

     The repricing of certain categories of assets and liabilities are subject
to competitive and other pressures beyond the Company's control.  As a result,
certain assets and liabilities indicated as maturing or otherwise repricing
within a stated period may in fact mature or reprice at different times and at
different volumes.  There were no substantial changes in the Company's
asset/liability position in the quarter ended June 30, 1998.

                                       24
<PAGE>
 
                          PART II - OTHER INFORMATION
                                        

ITEM 1.   LEGAL PROCEEDINGS.

          Neither the Company nor the Bank are involved at this time in any
claims or lawsuits other than routine matters arising out of the normal day-to-
day banking business.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The annual meeting of shareholders of the Company was held on May 26,
1998. At that meeting, C. Durham Barnes, M.D., Kenneth M. Clayton, Guy D. Colado
and Anthony Lombardi, Jr. were each elected as a director for a three (3) year
term.  Donald J. Barker, Robert E. Battaglia, Jane H. Louttit, Ernst R. Janvrin,
W. Charles Shuffield, Russell Barkett, C. Durham Barnes, M.D., Robert B.
Boswell, M.D., Kenneth M. Clayton, Guy D. Colado, Tony Lombardi, Jr., Stephen G.
Miller, Willie C. Moss, and Frederick A. Raffa, Ph.D. will continue as directors
following the annual meeting.

          The shareholders, by a majority vote, approved that the Articles of
Incorporation of the Corporation be amended and restated in their entirety.  Of
the 721,019 shares outstanding, 476,153 shares were voted in favor of amending
the Articles, 35,200 shares were voted against amending the Articles, and 3,000
shares abstained from voting.  The Amended and Restated Articles (i) increase
the voting requirement for shareholders over that required by the Florida
Business Corporation Act, (ii) include provisions related to Business
Combinations (as defined therein),  (iii) eliminate information in the Articles
which was of historic value and (iv) reform the original Articles to take into
consideration the changes noted above.  These Amended and Restated Articles were
adopted by a majority of the members of the Board of Directors on February 17,
1998, and by a majority of the Shareholders at the annual meeting of
shareholders held on May 26, 1998.

          The shareholders, by a majority vote, also approved that certain
sections of the Bylaws be amended.  Of the 721,019 shares outstanding, 476,153
shares were voted in favor of amending the Bylaws, 35,200 shares were voted
against amending the Bylaws, and 3,000 shares abstained from voting.  The
Amendment to the Bylaws (i) amended the procedure for setting the number of
members of the Board of Directors; (ii) amended the procedure for making
nominations for the election of directors; (iii) increased the voting
requirement for shareholders in the removal of directors; and (iv) added the
requirement of approval by holders of seventy-five percent (75%) of the
outstanding voting stock prior to the amendment of certain sections of the
Bylaws.

                                       25
<PAGE>
 
ITEM 5.    OTHER INFORMATION
 
           None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
 
(a)    Exhibits.
       ---------

--------------------------------------------------------------------------------
                                                                     SEQUENTIAL 
                                                                       PAGE
EXHIBIT                     DESCRIPTION                               NUMBER
-------------------------------------------------------------------------------
    3.2  First Amended and Restated Bylaws of                            *
         Commerce National Corporation effective                 
         January 14, 1988, incorporated by reference             
         from Exhibit 3.2 to the Company's Report on             
         Form 10-K for the fiscal year ended                     
         December 31, 1992.                                      
-------------------------------------------------------------------------------
    3.3  First Amendment to First Amended and                            30
         Restated Bylaws of Commerce National                    
         Corporation dated effective May 26, 1998.               
-------------------------------------------------------------------------------
    3.4  Articles of Restatement of the Articles of                      32
         Incorporation of Commerce National                      
         Corporation, and Amended and Restated                   
         Articles of Incorporation,  filed June 22,              
         1998.                                                   
-------------------------------------------------------------------------------
    4.1  Specimen copy of common stock certificate                       * 
         for Common Stock of Commerce National                   
         Corporation, incorporated by reference from             
         Exhibit 4.1 to the Company's Report on Form             
         10-K for the fiscal year ended December 31,             
         1992.                                                   
-------------------------------------------------------------------------------
    4.2  Article IV of Articles of Incorporation of                      *
         Commerce National Corporation included in               
         the Articles of Incorporation of Commerce               
         National Corporation incorporated by                    
         reference from Exhibit 3.1 to Registration No.          
         2-98960-A.                                              
-------------------------------------------------------------------------------
    4.3  Stock Redemption/Repurchase Policy                              *
         incorporated by reference from Exhibit 4.3 to           
         the Company's Report on  Form 10-Q for the              
         fiscal quarter ended June 30, 1993.                     
-------------------------------------------------------------------------------

                                       26
<PAGE>
 
--------------------------------------------------------------------------------
                                                                     SEQUENTIAL 
                                                                       PAGE
EXHIBIT                     DESCRIPTION                               NUMBER
-------------------------------------------------------------------------------
   10.1  First Amendment to Amended and Restated                         *
         1985 Commerce National Corporation                      
         Directors' Stock Plan dated October 20, 1997            
         incorporated by reference from Exhibit 10.1             
         to the company's Report on Form 10-K for                
         the fiscal year ended December 31, 1997                 
-------------------------------------------------------------------------------
     27  Article 9 Financial Data Schedule (for SEC                      45
         use only).                                              
-------------------------------------------------------------------------------

*    Incorporated by reference as noted in the narrative under "Description."


(b)  Reports on Form 8-K.
     ------------------- 

     No reports on Form 8-K were filed by the Company for the fiscal quarter
     ended June 30, 1998.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

                                       27
<PAGE>
 
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.


                                         COMMERCE NATIONAL CORPORATION
                             
                             
Dated:  August 14, 1998      
                                         By:/s/ Guy D. Colado
                                            ----------------------------------
                                             GUY D. COLADO, President and
                                             Chief Executive Officer
                             
                             
Dated:  August 14, 1998      
                                         By:/s/ Alan M. Scarboro
                                            ----------------------------------
                                             ALAN M. SCARBORO,
                                             Secretary/Treasurer

                                       28
<PAGE>
 
                    INDEX OF EXHIBITS FILED WITH THIS REPORT
                    ----------------------------------------

--------------------------------------------------------------------------------
                                                                      SEQUENTIAL
                                                                        PAGE
EXHIBIT                   DESCRIPTION                                  NUMBER
--------------------------------------------------------------------------------
    3.3  First Amendment to First Amended and                            30
         Restated Bylaws of Commerce National          
         Corporation dated effective May 26, 1998.     
--------------------------------------------------------------------------------
    3.4  Articles of Restatement of the Articles of                      32
         Incorporation of Commerce National            
         Corporation, and Amended and Restated         
         Articles of Incorporation,  filed June 22,    
         1998.                                         
--------------------------------------------------------------------------------
     27  Article 9 Financial Data Schedule (for SEC                      45
         use only).                                    
--------------------------------------------------------------------------------

                                       29