COMMERCIAL BANCORP INC /FL/
RW, 1999-03-25
STATE COMMERCIAL BANKS
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                           APPLICATION FOR WITHDRAWAL
                                       OF
                         THE COMMERCIAL BANCORP, INC.'S

                        REGISTRATION STATEMENT 333-65177



     The Commercial  Bancorp,  Inc., pursuant to 17 C.F.R.  230.477,  files this
application  to withdraw its  registration  statement  333-65177  filed with the
Securities  and  Exchange  Commission  on  October  1,  1998.  The  registration
statement has not yet been declared effective.

     The Commercial  Bancorp,  Inc. intended to use a substantial portion of the
net  proceeds  of the  offering  to  organize  and  operate a new state  bank in
Sebring,  Florida.  The Commercial Bancorp,  Inc. no longer intends to open this
new bank and therefore the primary purpose of the offering no longer exists.


                                                    THE COMMERCIAL BANCORP, INC.



Date:  March 24, 1999          By:   /s/ Gary G. Campbell
       --------------                    ---------------------------------
                                         Gary G. Campbell, President & CEO




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