<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, 1999

[  ] 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
    -------       -------
<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, 1999, 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

                  Condensed Consolidated Financial Statements

                      June 30, 1999 and December 31, 1998

                                  (Unaudited)


                                       4
<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY



                               Table of Contents



Accountants' Review Report

Condensed consolidated balance sheets (unaudited)--June 30, 1999
   and December 31, 1998

Condensed consolidated statements of operations (unaudited)--Three months
   ended June 30, 1999 and 1998; Six months ended June 30, 1999
   and 1998

Condensed consolidated statements of cash flows (unaudited)--Six months
   ended June 30, 1999 and 1998

Selected notes to condensed consolidated financial statements (unaudited)--June
   30, 1999


                                       5
<PAGE>

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, 1999 and the related condensed
consolidated statements of operations for the three month and six month periods
ended June 30, 1999 and 1998 and condensed consolidated statements of cash flows
for the six month periods ended June 30, 1999 and 1998.  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, 1998, 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 February 4, 1999, 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, 1998, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.


                                            /s/ KPMG LLP


Orlando, Florida
July 15, 1999


                                       6
<PAGE>
                 COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

               Condensed Consolidated Balance Sheets (Unaudited)




                                                       June 30,     December 31,
   Assets                                                1999           1998
                                                     ------------   ------------
Cash and due from banks                            $   5,949,842      5,221,144
Federal funds sold                                     4,400,000      8,100,000
Investment securities available for sale (note 2)     18,801,875     13,492,660
Loans, net (note 3)                                  134,615,500    122,929,105
Accrued interest receivable                              945,519        813,736
Premises and equipment, net                            3,566,046      3,698,955
Other real estate owned, net                              66,881           --
Deferred tax asset, net                                  674,831        458,990
Federal Reserve Bank stock, at cost                      199,500        178,500
Federal Home Loan Bank stock, at cost                    468,100        378,600
Prepaid expenses and other assets                        131,127        168,470
Executive supplemental income plan - cash
    surrender value life insurance policies            1,501,787      1,467,332


                                                     -----------    -----------
             Total assets                          $ 171,321,008    156,907,492
                                                     ===========    ===========




See accompanying review report of KPMG LLP and accompanying selected notes to
    condensed consolidated financial statements (unaudited).
<PAGE>
<TABLE>
<CAPTION>
                                                                                   June 30,             December 31,
                          Liabilities                                                1999                   1998
                                                                               ----------------       -----------------
<S>                                                                           <C>                      <C>
Deposits (note 4):
    Noninterest bearing                                                   $         23,642,339             21,301,512
    Interest bearing                                                               124,551,044            115,798,941
                                                                               ----------------       -----------------
             Total deposits                                                        148,193,383            137,100,453

Federal Home Loan Bank advances                                                      7,120,834              4,125,534
Other borrowed funds                                                                 2,011,809              2,189,251
Accrued interest payable                                                               190,145                191,744
Accounts payable and other liabilities                                                 373,077                333,781
                                                                               ----------------       -----------------
             Total liabilities                                                     157,889,248            143,940,763
                                                                               ----------------       -----------------

                          Stockholders' Equity

Common stock, par value $.10 per share (1,000,000 shares authorized; 742,819
    shares issued and 721,019 shares
    outstanding at June 30, 1999 and December 31, 1998)                                 74,282                 74,282
Additional paid-in capital                                                           7,927,804              7,927,804
Retained earnings                                                                    5,867,742              5,182,057
Treasury stock, at cost (21,800 shares at June 30, 1999 and
    December 31, 1998)                                                                (208,640)              (208,640)
Accumulated other comprehensive loss                                                  (229,428)                (8,774)
                                                                               ----------------       -----------------
             Total stockholders' equity                                             13,431,760             12,966,729

Commitments and contingencies (note 5)
                                                                               ----------------       -----------------
             Total liabilities and stockholders' equity                   $        171,321,008            156,907,492
                                                                               ================       =================
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>

                                           COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

                                    Condensed Consolidated Statements of Operations (Unaudited)


                                                           Three months ended                        Six months ended
                                                               June 30,                                June 30,
                                                      -----------------------------           -----------------------------
                                                        1999                1998                1999               1998
                                                      ------------      -----------           ------------      -----------
<S>                                                   <C>                <C>                  <C>                <C>
Interest income:
       Loans                                   $       2,899,576          2,383,395            5,636,838          4,647,490
       Investment securities                             249,044            235,626              454,227            477,881
       Federal funds sold                                 23,990            132,787               54,272            182,687
       Federal Reserve Bank stock                          2,565              2,565                5,130              5,074
       Federal Home Loan Bank stock                        8,918              6,903               15,920             13,004
       Due from banks                                        540              3,261                1,682              6,034
                                                      -----------       -----------           ------------      -----------
            Total interest income                      3,184,633          2,764,537            6,168,069          5,332,170

Interest expense                                       1,412,487          1,234,219            2,745,830          2,356,684
                                                      -----------       -----------           ------------      -----------
            Net interest income                        1,772,146          1,530,318            3,422,239          2,975,486

Provision for loan losses                                123,881             62,253              198,762            124,506
                                                      -----------       -----------           ------------      -----------
            Net interest income after
               provision for loan losses               1,648,265          1,468,065            3,223,477          2,850,980
                                                      -----------       -----------           ------------      -----------
Other operating income:
       Customer service fees                             215,534            227,952              464,435            443,161
                                                      -----------       -----------           ------------      -----------
Other operating expenses:
       Salaries and benefits                             578,178            548,529            1,164,966          1,075,340
       Occupancy expense                                 218,482            226,620              450,546            451,088
       Legal and professional fees                        84,914             62,966              165,129            133,778
       Other expenses                                    384,535            303,743              693,449            615,750
       Loss on sale and write down of
           other real estate owned                          --               30,058                 --               32,075
                                                      -----------       -----------           ------------      -----------
                                                       1,266,109          1,171,916            2,474,090          2,308,031
                                                      -----------       -----------           ------------      -----------
            Net operating income
               before taxes                              597,690            524,101            1,213,822            986,110
Income tax expense                                       210,585            208,051              441,237            376,754
                                                      -----------       -----------           ------------      -----------
            Net earnings                       $         387,105            316,050              772,585            609,356
                                                      ===========       ===========           ============      ===========
Basic and diluted earnings per share
        (note 6)                               $            0.54               0.44                 1.07               0.87
                                                      ===========       ===========           ============      ===========
</TABLE>
See accompanying review report of KPMG LLP and accompanying selected notes to
    condensed consolidated financial statements (unaudited).

                                       9
<PAGE>
                   COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

            Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>

                                                                                                        Six months ended
                                                                                                            June 30,
                                                                                             --------------------------------------
                                                                                                  1999                   1998
                                                                                             ----------------   -------------------
<S>                                                                                <C>                               <C>
Cash flows provided by operating activities:
    Net income                                                                      $           772,585                609,356

    Adjustments to reconcile net income to net cash provided by operating
       activities:
            Depreciation of  premises and equipment                                             152,902                156,742
            Net amortization of premiums and accretion of
              discounts on investment securities held to maturity
              and investment securities available for sale                                       18,882                (39,528)
              Provision for loan losses                                                         198,762                124,506
              Deferred loan origination fees                                                    (22,617)                27,046
              Deferred income taxes                                                             (82,838)               117,000
              Loss on sale of other real estate owned                                              --                   32,075
              Provision for other real estate owned                                               3,802                   --
              Executive supplemental income plan - additional
              cash surrender value                                                              (34,455)               (32,177)
              Cash provided by (used in) changes in:
                  Accrued interest receivable                                                  (131,783)               (69,461)
                  Prepaid expenses and other assets                                              37,343                 (6,905)
                  Accrued interest payable                                                       (1,599)                13,865
                  Accounts payable and other liabilities                                         39,296                143,370
                                                                                          ---------------          -------------
                  Net cash provided by operating activities                                     950,280              1,075,889
                                                                                          ---------------          -------------

Cash flows provided by (used in) investing activities:
    Net loans made to customers                                                             (11,946,882)           (10,242,380)
    Decrease (increase) in federal funds sold                                                 3,700,000             (6,950,000)
    Purchases of investment securities available for sale                                   (10,181,754)            (7,000,000)
    Proceeds from maturity of investment securities available for sale                        3,500,000              3,500,000
    Proceeds from called investment securities available for sale                             1,000,000              4,000,000
    Purchase of premises and equipment                                                          (19,993)               (22,650)
    Proceeds from sale of other real estate owned                                                13,659                263,043
    Redemption (purchase) of Federal Home Loan Bank stock                                       (89,500)               (37,300)
    Purchase of Federal Reserve Bank stock                                                      (21,000)                 --
                                                                                          ---------------          -------------
                  Net cash used in investing activities                                     (14,045,470)           (16,489,287)
                                                                                          ---------------          -------------
</TABLE>


                                      10
<PAGE>
                   COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

            Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   Six months ended
                                                                                                        June 30,
                                                                                           ---------------------------------
                                                                                              1999                   1998
                                                                                           -----------            ----------
<S>                                                                                           <C>                    <C>
Cash flows provided by (used in) financing activities:
    Net increase in demand deposits, NOW accounts and passbook
       savings accounts                                                                       3,547,492              5,474,343
       Net increase in certificates of deposit                                                7,545,438              6,164,216
       Principal payment on mortgage note payable                                               (14,939)               (13,787)
       (Decrease) increase in repurchase agreements                                            (162,503)               192,547
       Proceeds (repayments) on Federal Home Loan
            Bank borrowings                                                                   2,995,300                 (4,300)
       Shareholder dividends paid                                                               (86,900)               (65,586)
       Proceeds from employee stock options exercised                                              --                1,215,000
       Proceeds from sale of common stock                                                          --                    4,153
                                                                                            -----------            -----------
                  Net cash provided by financing activities                                  13,823,888             12,966,586
                                                                                            -----------            -----------
                  Net increase (decrease) in cash and cash equivalents                          728,698             (2,446,812)

Cash and cash equivalents at the beginning of period                                          5,221,144              6,095,762
                                                                                            -----------            -----------
Cash and cash equivalents at end of period                                          $         5,949,842              3,648,950
                                                                                            ===========            ===========
Cash paid during the period for:
    Interest                                                                        $         2,747,429              2,342,819
                                                                                            ===========            ===========

    Income taxes                                                                    $           497,163                235,436
                                                                                            ===========            ===========

Supplemental disclosure for non-cash items:
    Market value adjustment - investments available for sale:
       Investments                                                                  $          (367,672)               (11,445)
       Deferred income tax                                                                      138,244                  4,303
                                                                                            -----------            -----------
                  Unrealized loss on investments available for sale                 $          (229,428)                (7,142)
                                                                                            ===========            ===========

    Financing of other real estate owned                                            $              --                   43,496
                                                                                            ===========            ===========

    Transfer of loans to other real estate owned                                    $            84,342                   --
                                                                                            ===========            ===========
</TABLE>

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

                                      11
<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1999

                  (See accompanying review report of KPMG 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, 1999, are not necessarily indicative of the
           results that may be expected for the year ended December 31, 1999.
           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, 1998.



      (b)  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.

      (c)  Total Comprehensive Income

           Total comprehensive income for the three and six months periods ended
           June 30, 1999 and 1998 were $230,226, $551,931, $305,904 and
           $595,080, respectively.

                                      12                             (Continued)
<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1999

                  (See accompanying review report of KPMG LLP)



(2)  Investment Securities Held to Maturity and Investment Securities Available
     for Sale

     The amortized cost and estimated market value of investments available for
     sale at June 30, 1999 and December 31, 1998 are as follows:



<TABLE>
<CAPTION>
                          June 30, 1999              December 31, 1998
                    --------------------------   ---------------------------
                                   Estimated                     Estimated
                      Amortized     market        Amortized       market
                        cost         value          cost          value
                    -----------  -------------   ----------   --------------
 <S>              <C>            <C>             <C>          <C>
U.S. Treasury
 securities and
 municipals

                  $  19,169,547    18,801,875    13,506,676     13,492,660
                    ===========  =============   ==========   ==============
</TABLE>


     As of June 30, 1999, the Company had securities sold under agreement to
     repurchase of $1,756,304. 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, 1999,
     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, 1999, Agreements outstanding averaged
     approximately $2,637,074 and the maximum amount outstanding during the
     quarter was $3,698,195. Total interest expense paid on repurchase
     Agreements was $28,463 and $58,101 for the quarter ended June 30, 1999 and
     June 30, 1998, respectively, and $54,402 and $98,379 for the six months
     ended June 30, 1999 and June 30, 1998, respectively.

                                      13                             (Continued)
<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1999

                  (See accompanying review report of KPMG LLP)


(3)   Loans

      Major categories of loans included in the loan portfolio at June 30, 1999
      and December 31, 1998 are summarized as follows:

<TABLE>
<CAPTION>
                                                    1999            1998
                                                --------------  -------------

         <S>                                    <C>             <C>
         Commercial-secured                     $  13,003,196    12,471,553
         Commercial-unsecured                       2,432,331     2,886,847
         Real estate - primarily commercial       117,921,581   105,820,828
         Other (installment and overdrafts)         3,199,125     3,559,619
                                                --------------  -------------

                                                  136,556,233   124,738,847
         Allowance for loan losses                 (1,476,751)   (1,323,143)
         Deferred loan origination fees              (463,982)     (486,599)
                                                --------------  -------------

                                                $ 134,615,500   122,929,105
                                                ==============  =============
</TABLE>

      The recorded investment in loans for which an impairment has been
      recognized and the related allowance for loan losses at June 30, 1999 and
      December 31, 1998 were $2,505,077 and $285,021 and $1,207,759 and
      $110,380, respectively. The average recorded investment in impaired loans
      during the second quarter 1999 was $1,856,418. No interest income was
      recognized during the quarter ended June 30, 1999 on impaired loans.

      The activity in the allowance for loan losses, for the three months ended
      June 30, 1999 and 1998 and the six months ended June 30, 1999 and 1998 is
      as follows:

<TABLE>
<CAPTION>
                                      Three months ended                Six months ended
                                           June 30,                         June 30,
                                 -------------------------      ------------------------------
                                     1999         1998               1999            1998
                                 ------------  -----------      --------------   -------------
    <S>                         <C>            <C>              <C>              <C>
    Balance at the beginning of
      the period                $ 1,399,732    1,070,515         1,323,143         1,013,081

    Charge offs                     (47,421)     (24,460)          (47,713)          (66,060)
    Recoveries                          559       22,063             2,559            58,844
    Provision for loan losses       123,881       62,253           198,762           124,506
                                 ------------  -----------      --------------   -------------

    Balance at the end of the
       period                   $ 1,476,751    1,130,371         1,476,751          1,130,371
                                 ===========   ===========      ==============   =============
</TABLE>


                                      14                         (Continued)
<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1999

                  (See accompanying review report of KPMG LLP)



      At June 30, 1999 and December 31, 1998, certain stockholders, directors
      and employees were indebted to the Bank in the aggregate amounts of
      $7,513,432 and $9,733,678, 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, 1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
                                             1999         1998
                                         ------------  -----------

         <S>                             <C>         <C>
         Three months or less            $ 29,067,223  24,084,300
         Three through twelve months        8,750,266   8,722,146
         Over one year                      8,303,639   1,480,918
                                         ------------  -----------

                                         $ 46,121,128  34,287,364
                                         ============  ===========
</TABLE>


(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, 1999 and December 31, 1998, the Bank had
      commitments to customers of approximately $945,921 and $714,583 for
      standby letters of credit, $30,584,359 and $29,135,729 for unfunded firm
      loan commitments and $75,854,162 and $68,306,642 for approved lines of
      credit, respectively.


                                      15                            (Continued)
<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1999

                  (See accompanying review report of KPMG LLP)



(6)  Basic and Diluted Earnings Per Share

     Basis and diluted earnings per share are calculated as follows:

<TABLE>
<CAPTION>

                                                               Income           Shares        Per share
                                                             (numerator)     (denominator)     amount
                                                          ----------------  --------------  -------------
     <S>                                                   <C>           <C>              <C>
     For the three months ended June 30, 1999:
      Basic and diluted earnings per share:
             Net income                                   $     387,105          721,029   $      .54
                                                           ===============  ==============  =============

     For the three months ended June 30, 1998:
      Basic and diluted earnings per share:
             Net income                                   $     316,050          721,029   $      .44
                                                           ===============  ==============  =============

     For the six months ended June 30, 1999:
      Basic and diluted earnings per share:
             Net income                                   $     772,585          721,029   $      1.07
                                                           ===============  ==============  =============

     For the six months ended June 30, 1998:
      Basic and diluted earnings per share:
             Net income                                   $     609,356          699,652   $      .87
                                                           ===============  ==============  =============
</TABLE>

(7)   Stock Option Plan

      The 1998 Commerce National Corporation Employees' Stock Option Plan (the
      "Plan") was adopted by the Company's shareholders on April 19, 1999. The
      Plan permits the Company to grant employees options to purchase the common
      stock of the Company at fair market value per share, but in no case shall
      the purchase price be less than $15.00 per share, which was fair market
      value at date of adoption. Pursuant to the Plan, immediately exercisable
      options have been granted to purchase 10,000 shares and shall not to
      exceed a total under the Plan of 100,000 shares.


                                      16

<PAGE>

                  COMMERCE NATIONAL CORPORATION AND SUBSIDIARY

   Selected Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 June 30, 1999

                  (See accompanying review report of KPMG LLP)


(8)   New Accounting 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 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. In June 1999, the FASB issued FASB 137, "Accounting for
      Derivative Instruments and Hedging Activities" deferral of the effective
      date of FASB 133, an Amendment of FASB 133." FASB 133, as amended, is now
      effective for all fiscal years beginning after June 15, 2000.
      Implementation of FASB 133 is not expected to have a significant impact on
      the financial position or results of operations of the Company.



      In October 1998, the FASB issued Financial Accounting Standards No. 134,
      "Accounting for Mortgage-Backed Securities Retained after the
      Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
      Enterprise." This statement requires that after the securitization of a
      mortgage loan held for sale, an entity engaged in mortgage banking
      activities classify the resulting mortgage backed security as a trading
      security. The statement is effective for the first fiscal quarter
      beginning after December 15, 1998. The Company does not expect the
      adoption of this standard to have any impact on its condensed consolidated
      financial statements.

                                      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 1999, the Company had
net income of $387,105 and $772,585, respectively.  This compares with net
income of $316,050 for the second quarter of 1998 and $609,356 for the first six
months of 1998.  This is the result of loans increasing to an all-time high of
$134,615,500 at the end of the second quarter of 1999 compared to $122,929,105
at year-end 1998.  This resulted in total interest income of $6,168,069 for the
second quarter of 1999 compared to the same period in 1998 of $5,332,170.
Interest expense for the second quarter ending June 30, 1999, was $1,412,487
compared to $1,234,219 for the same time period in 1998, while interest expense
totaled $2,745,830 for the first six months of 1999 compared to $2,356,684 for
the same period in 1998.  While interest-bearing deposits increased to
$124,551,044 as of June 30, 1999, compared to the year-end 1998 figure of
$115,798,941, the rates paid on these deposits have fluctuated less than one
percent (1%) 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
                                   -----------------------------
                 <S>                <C>            <C>

                                       6/30/99       6/30/98
                                   -----------------------------
                ROAA                        .95%           .91%
                ------------------------------------------------
                ROAE                      11.64%         10.36%
                ------------------------------------------------
                NET INCOME         $    772,585   $    609,356
                ------------------------------------------------
                AVERAGE ASSETS     $162,299,017   $133,920,167
                ------------------------------------------------
                AVERAGE CAPITAL    $ 13,431,760   $ 11,763,545
                ------------------------------------------------
</TABLE>

Financial Position
------------------

     Total assets and total liabilities have increased $14,413,516 and
$13,948,485, respectively, between December 31, 1998 and June 30, 1999.  This is
primarily due to an increase in loans of $11,686,395 and an increase in deposits
of $11,092,930.

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>

                                          6/30/99      6/30/98
                                        ------------------------
                INTEREST INCOME          $6,168,069   $5,332,170
                ------------------------------------------------
                INTEREST EXPENSE         $2,745,830   $2,356,684
                ------------------------------------------------
                NET INTEREST INCOME      $3,422,239   $2,975,486
                ------------------------------------------------
</TABLE>


     Net interest income increased 12.3% in the second quarter and 13.1% in the
first six months of 1999 compared to the same periods in 1998.

     On an annualized basis, the Company's net interest margin was 4.32% through
the second quarter of 1999 compared to 4.56% through the second quarter of 1998.

     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

                                       19
<PAGE>

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

     The provision for loan losses is charged to operations to bring the total
allowance for loan losses to a level considered appropriate by management.  The
provision for loan losses was $123,881 and $62,253 for the three month periods
ending June 30, 1999 and June 30, 1998, respectively.  The provision for loan
losses was $198,762 and $124,506 for the six month periods ending June 30, 1999
and June 30, 1998, respectively.

     The Company segregates the loan portfolio for loan loss purposes into the
following broad segments such as: commercial real estate; residential real
estate; commercial business; and consumer loan.  The Company provides for a
general allowance for losses inherent in the portfolio by the above categories,
which consists of two components.  General loss percentages are calculated based
upon historical analyses.  A supplemental portion of the allowance is calculated
for inherent losses which probably exist as of the evaluation date even though
they might not have been identified by the more objective processes used for the
portion of the allowance described above.  This is due to the risk of error
and/or inherent imprecision in the process.  This portion of the allowance is
particularly subjective and requires judgments based on qualitative factors
which do not lend themselves to exact mathematical calculations such as: trends
in delinquencies and nonaccruals; migration trends in the portfolio; trends in
volume, terms, and portfolio mix; new credit products and/or changes in the
geographic distribution of those products; changes in lending policies and
procedures; loan review reports on the efficacy of the risk identification
process; changes in the outlook for local, regional and national economic
conditions; concentrations of credit; and peer group comparisons.

     Specific allowances are provided in the event that the specific collateral
analysis on each classified loan indicates that the probable loss upon
liquidation of collateral would be in excess of the general percentage
allocation.  The provision for loan loss is debited or credited in order to
state the allowance for loan losses to the required level as determined above.

     Regulatory examiners may require the Company to recognize additions to the
allowance based upon their judgments about the information available to them at
the time of their examination.

     The Company's allowance for loan losses as of June 30, 1999, was
$1,476,751, a 1.09% reserve on total loans outstanding.  This compares to an
allowance of $1,130,371, a 1.04% reserve of total loans outstanding, as of June
30, 1998.

     There are currently nine (9) non-accruing loans totaling $1,337,941 as of
June 30, 1999.  This compares with non-accruing loans of $1,598,616 as of June
30, 1998.

     One non-accrual loan in the amount of $62,968 is secured by a second
mortgage on the principal's residence and a third mortgage on commercial
property.  There is ample liquidity in the commercial property.  The loan should
be paid in full in the third quarter of this year.

     There is one non-accrual loan in the amount of $49,435 secured by a first
mortgage on a residence owned by an estate.  The loan will be paid in full in
the third quarter of this year.

                                       20
<PAGE>

     One loan totaling $117,085 is secured by a first mortgage on a house to a
builder/developer. This loan is currently in the foreclosure process.  The house
is 90% complete.  The foreclosure sale is set for the third quarter of 1999.  It
is anticipated that there will be a minimal loss to the Bank at this time.

     There was one unsecured loan in the amount of $14,891 that has been turned
over to attorneys for collection.  There is the potential that a deficiency
judgment will be brought against the borrower to collect on this loan.

     There are three (3) loans totaling $831,363 secured by business assets
which have 75-80% guarantees from the Small Business Administration.  These
three loans are also secured by a cross-collateralization of mortgages on a
personal residence of the principals.  At the same time, there is a fourth loan
to the principals in the amount of $142,971 secured by common stock which is
traded on NASDAQ.  There is a fifth loan in the amount of $119,228 secured  by a
second mortgage on a second personal residence to the principals of the same
corporation.  The borrowers have requested a 90-day moratorium of principal and
interest in an attempt to secure private investment funds to bring all loans
current and have working capital for this business.  It is anticipated that
there will be a loss to the Bank, which will be determined during the third
quarter of 1999.

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

     Non-interest income in the second quarter of 1999 decreased 5% to $215,534
compared to $227,952 for the same period in 1998 while non-interest income for
the first six months of 1999 increased 5% to $464,435 compared to $443,161 for
the same time period in 1998.  Service charge income on deposits increased to
$54,473 through the first six months of 1999 compared to $44,827 for the same
time period in 1998.  Other income on time deposit accounts, which includes
collecting penalties on insufficient funds and checks, increased to $111,844
through the first six months of 1999 compared to $105,618 for the same time
period in 1998.

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

     Operating expenses in the second quarter of 1999 increased 8% to $1,266,109
compared to $1,171,916 in the same period in 1998, while non-interest expense
for the first six months of 1999 increased 7% to $2,474,090 compared to
$2,308,031 for the same time period in 1998.  Personnel expense, consisting of
salaries, other compensation and employment benefits, increased $29,649 and
$89,626 over the aforementioned periods.  This is a result of additional hirings
during the first six months of 1999 which increased salary expense and group
insurance costs.

     Also, equipment expense, which is included under occupancy expense,
increased $14,682 during the second quarter of 1999 compared to the same time
period in 1998.  This is a result of increased depreciation expense on both
software and hardware on new computer systems, plus the maintenance and repair
expense to maintain the computer systems.  The investment in equipment will
continue to grow due to the Company's commitment to maintain high quality
capabilities and computer software information as it heads toward the year 2000.
Conversion activities and testing on the computer systems for the year 2000 were
completed in the second quarter of 1999. Expenditures in 1999 for the year 2000
project have amounted so far to $35,000.

                                       21
<PAGE>

     Advertising and business development expenses increased $25,057 during the
first six months of 1999 compared to the same period in 1998.  Also, data
processing expense increased $13,017 in the first two quarters of 1999 as the
Bank's customer base continued to grow.

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.

Capital Resources
-----------------

     On January 27, 1989, the Office of the Comptroller of the Currency ("OCC")
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.  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.  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, 1999, the
Bank had a total risk based capital ratio (i.e. Tier One plus Tier Two capital)
of 10.33% (10.60% 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.

                                       22
<PAGE>

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.

Year 2000 (Y2K)
---------------

     The Bank is aware of the potential risks involved in its technology-guided
equipment that has been identified by the coming of the year 2000 ("Y2K") The
Board of Directors has been pro-active in appointing a committee and
coordinator, approving a budget and contingency plan for the Y2K.  The Board of
Directors monitors the Bank's Y2K progress on a monthly basis.

     The Bank does not write its own software or perform programming.  Instead,
it uses the services of M&I Data Services, Inc. ("M&I") for customer item
processing, CORE application, ATM services, voice response unit, and other
related Bank services.  The other direct software link is with Independent
Bankers' Bank of Florida, a correspondence bank for customer wire transfers and
federal funds transfers.  Both of these entities have provided the Bank with
adequate responses to the Bank's inquiries as to the status of their Y2K plans.
Ongoing monitoring will continue until all pieces are in place.

     The Bank's Y2K Action Plan consists of five phases: awareness, assessment,
renovation, validation and implementation.

     The awareness phase defines the Y2K problem and commits the necessary
     resources to perform the required compliance responsibilities.  The Bank
     has successfully concluded the awareness phase.

     The assessment phase requires the Bank to determine the size and complexity
     of potential problems.  This phase has been completed.

     The renovation phase includes software, hardware enhancements, upgrades or
     replacements as deemed necessary for Y2K readiness.  The Bank has replaced
     all computer hardware that

                                       23
<PAGE>

     was evaluated as impossible to enhance or upgrade to become Y2K compliant.
     Computer software has been enhanced or replaced as necessary.

     The validation phase involves testing the renovated or replaced hardware
     and software components for Y2K readiness.  The Bank is in this validation
     stage and will continue until all components are deemed compliant.

     The final stage of implementation is the certification of the validation of
     Y2K compliancy and the use of the validated resources.  As the Bank
     completes various stages of the validation stage, the implementation stage
     will be completed.

     Through the various phases mentioned above, the Bank has identified that
power, telephone, and CORE application are the components that are "mission
critical" to the operation of the Bank and the standards it has set.  The Board
of Directors has approved a contingency plan for each mission critical
component.  These contingency plans are in line with the Bank's established
disaster contingency plan, and management is confident of their performance.

     The Board of Directors has approved a Y2K budget as prepared by the Y2K
committee in the approximate amount of $70,000.  Any substantive increases the
committee deems necessary will be submitted to the Board of Directors for
approval.

     The Bank's regulatory agency, the OCC, has frequently visited or telephoned
the Bank's committee coordinator for continual oversight of the Bank's progress
in the Y2K compliancy.  The FRB and the Office of Thrift Supervision review the
progress of M&I for assurance that M&I is progressing satisfactorily with M&I's
Y2K action plan.

Accounting Pronouncements
-------------------------

SFAS No. 131

     In June 1997, the 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 adoption of this standard did not have a significant impact on the
consolidated financial statements.

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 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.  In June 1999,
the FASB issued

                                       24
<PAGE>

FASB 137, "Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of FASB No. 133, an Amendment of FASB 133." FASB
133, as amended, is now effective for all fiscal quarters and fiscal years
beginning after June 15, 2000. Implementation of FASB 133 is not expected to
have a significant impact on the financial position or results of operations of
the Company.

SFAS No. 134

     In October 1998, the FASB issued Financial Accounting Standards No. 134,
"Accounting for Mortgage-Backed Securities Retained after the Securitization of
Mortgage Loans Held for Sale by a Mortgage Banking Enterprise."  This statement
requires that, after the securitization of a mortgage loan held for sale, an
entity engaged in mortgage banking activities classify the resulting mortgage
backed security as a trading security.  The statement is effective for the first
fiscal quarter beginning after December 15, 1998.  The Company does not expect
the adoption of this standard to have any impact on its consolidated financial
statements.

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.

     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

                                       25
<PAGE>

significant because reduced earnings will affect capital. The change in interest
rates does not necessarily represent an immediate or parallel shift.

Economic Value of Equity

     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 economic value of equity ("EVE") to changes in interest rates.  An
institution's EVE 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 EVE 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 from 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, 1999.


                          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.

                                       26
<PAGE>

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

          The annual meeting of shareholders of the Company was held on April
19, 1999.  At that meeting, Russell Barkett, Robert B. Boswell, M.D., Stephen G.
Miller, Willie C. Moss and Frederick A. Raffa, Ph.D. were each elected as a
director for a three (3) year term.  Donald J. Barker, C. Durham Barnes, M.D.,
Robert E. Battaglia, Kenneth M. Clayton, Guy D. Colado, Ernst R. Janvrin,
Anthony Lombardi, Jr., Jane H. Louttit and W. Charles Shuffield will continue as
directors following the annual meeting.

          The shareholders, by a majority vote, approved the Company's new
Employees' Stock Option Plan and Stock Option Agreement as approved by the Board
of Directors on December 21, 1998 (collectively the "1998 Plan").  Of the
721,019 shares outstanding, 519,061 shares were voted in favor of the 1998 Plan,
30,650 shares were voted against the 1998 Plan, and 45,869 shares abstained from
voting.  The 1998 Plan was adopted by a majority of the members of the Board of
Directors on December 21, 1998.  Under the 1998 Plan, the Company may grant
options to any employee to purchase shares of common stock of the Company, par
value $0.10 per share.  The Company may issue and sell up to 100,000 shares
under the Plan.  The Plan shall be administrated by the Board of Directors and
shall be effective as of the date approved by the shareholders.
<TABLE>
<CAPTION>

Item 5.    Other Information
<S>        <C>

           None.
</TABLE>

Item 6.   Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S>    <C>
(a)    EXHIBITS
       --------
</TABLE>

<TABLE>
<CAPTION>
EXHIBIT             DESCRIPTION                           LOCATION
--------------------------------------------------------------------------------
<S>      <C>                                 <C>
    3.2  First Amended and Restated Bylaws   Incorporated by reference from
         of Commerce National Corporation    Exhibit 3.2 to the Company's
         effective January 14, 1988          Report on Form 10-K for the fiscal
                                             year ended December 31, 1992
--------------------------------------------------------------------------------
    3.3  First Amendment to First Amended    Incorporated by reference from
         and Restated Bylaws of Commerce     Exhibit 3.3 to the Company's
         National Corporation dated          Report on Form 10-Q for the fiscal
         effective May 26, 1998              quarter ended June 30, 1998
--------------------------------------------------------------------------------
    3.4  Articles of Restatement of the      Incorporated by reference from
         Articles of Incorporation of        Exhibit 3.4 to the Company's
         Commerce National Corporation,      Report on Form 10-Q for the fiscal
         and Amended and Restated Articles   quarter ended June 30, 1998
         of Incorporation,  filed June 22,
         1998
--------------------------------------------------------------------------------
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT             Description                           LOCATION
--------------------------------------------------------------------------------
<S>      <C>                                 <C>
    4.1  Specimen copy of common stock       Incorporated by reference from
         certificate for Common Stock of     Exhibit 4.1 to the Company's
         Commerce National Corporation       Report on Form 10-K for the fiscal
                                             year ended December 31, 1992
--------------------------------------------------------------------------------
    4.2  Article IV of Articles of           Incorporated by reference from
         Incorporation of Commerce           Exhibit 3.1 to Registration No.
         National Corporation included in    2-98960-A
         the Articles of Incorporation of
         Commerce National Corporation
--------------------------------------------------------------------------------
    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
--------------------------------------------------------------------------------
   10.1  First Amendment to Amended and      Incorporated by reference from
         Restated 1985 Commerce National     Exhibit 10.1 to the Company's
         Corporation Directors' Stock Plan   Report on Form 10-K for the fiscal
         dated October 20, 1997              year ended December 31, 1997
--------------------------------------------------------------------------------
   10.2  1998 Commerce National              Attached
         Corporation Employees' Stock
         Option Plan
--------------------------------------------------------------------------------
   10.3  1998 Commerce National              Attached
         Corporation Employees' Stock
         Option Agreement
--------------------------------------------------------------------------------
     27  Article 9 Financial Data Schedule   Attached
         (for SEC use only).
--------------------------------------------------------------------------------
</TABLE>


(b)  REPORTS ON FORM 8-K.
     -------------------

     No reports on Form 8-K were filed by the Company for the fiscal quarter
     ended June 30, 1999.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

                                       28
<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 13, 1999
                                By:/s/ Guy D. Colado
                                   ----------------------------------
                                    GUY D. COLADO, President and
                                    Chief Executive Officer


Dated:  August 13, 1999
                                By:/s/ Alan M. Scarboro
                                   ----------------------------------
                                    ALAN M. SCARBORO,
                                    Secretary/Treasurer

                                       29
<PAGE>

                   INDEX OF EXHIBITS FILED WITH THIS REPORT
                   ----------------------------------------


<TABLE>
<CAPTION>
EXHIBIT                             DESCRIPTION
--------------------------------------------------------------------------
<S>      <C>
   10.2  1998 Commerce National Corporation Employees' Stock Option Plan
--------------------------------------------------------------------------
   10.3  1998 Commerce National Corporation Employees' Stock Option
         Agreement
--------------------------------------------------------------------------
     27  Article 9 Financial Data Schedule (for SEC use only).
--------------------------------------------------------------------------
</TABLE>

                                       30