CITIZENS COMMUNITY BANCORP INC
8-A12G, 1997-05-08
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                    PURSUANT TO SECTION 12(B) OR (G) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                        CITIZENS COMMUNITY BANCORP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Florida                               65-0614044
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)

650 East Elkcam Circle, Marco Island, Florida               34146
- --------------------------------------------------------------------------------
   (Address of principal executive offices)               (Zip Code)

Securities to be registered purusant to Section 12(b) of the Act:

          Title of each class                Name of each exchange on which
          to be so registered                each class is to be registered

                 None                                  None
          -------------------                ------------------------------

     dIf this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1),  please check
the following box. [ ]

     If this Form relates to the  registration of a class of debt securities and
is to become  effective  simultaneously  with the  effectiveness of a concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, Par Value $0.01 per share
- --------------------------------------------------------------------------------
                                (Title of Class)

<PAGE>


Item 1. Description of Registrant's Securities to be Registered.

     The  Registrant  hereby  incorporates  by reference the  description of its
common stock, par value $0.01 per share,  contained under the heading  "ARTICLES
OF  INCORPORATION  - SUMMARY - Common Stock" in the  Prospectus  included in its
Registration  Statement on Form SB-2,  Registration No. 33-98090  ("Registration
Statement")  filed  withthe  Commission on October 13, 1995.  This  Registration
Statement  shall be deemed to  incorporate  by reference the  description of the
Common Stock  contained in any Prospectus  subsequently  filed by the Registrant
pursuant to Rule 424(b) under the Securities Act of 1933.

Item 2. Exhibits

Exhibit No.                        Description
- -----------                        -----------

     1.     Amended and  Restated  Articles of  Incorporation  and the Bylaws of
            Registrant  filied  as  Exhibits  3.1  and  3.2 to the  Registration
            Statement, respectively are hereby incorporated by reference.

     2.     Specimen  Common  Stock   Certificate   and  the  Specimen   Warrant
            Certificate  filed  as  Exhibits  4.1  and  4.2 to the  Registration
            Statement, respectively are hereby incorporated by reference.

     3.     Warrant Plan of Registrant  filed as Exhibit 4.4 to the Registration
            Statement is hereby incorporated by reference.

<PAGE>


                                   SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed onits behalf by the undersigned, thereto duly authorized.

(Registrant)   The Commercial Bancorp, Inc.
               ----------------------------

Date:          May 8, 1997
               ----------------------------

By:            /s/Stephen A. McLaughlin
               ----------------------------
                  Stephen A. McLaughlin
                    Chief Financial Officer



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