COMMERCIAL BANCSHARES INC /WV/
8-A12G, 1995-04-28
STATE COMMERCIAL BANKS
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<PAGE>
 
                                    FORM 8-A



                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.
                                     20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                      COMMERCIAL BANCSHARES, INCORPORATED
                      -----------------------------------
             (Exact name of registrant as specified in its charter)

                West Virginia                      55-0622108
           (State of incorporation               (I.R.S. Employer
               or organization)                 Identification No.)

                               415 Market Street
                             Parkersburg, WV  26101
                             ----------------------
                    (Address of principal executive offices)

Securities to be registered pursuant 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
 -------------------------------         ------------------------------

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

 
If 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 $5.00 per share
- ------------------------------------------------------------------------------
                               (Title of Class)


- ------------------------------------------------------------------------------
                               (Title of Class)

                                     Page 1
<PAGE>
 
Item 1.   Description of Registrant's Securities to be Registered
          -------------------------------------------------------

          This registration statement relates to the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $5.00
per share (the "Common Stock"), of Commercial BancShares, Incorporated, a West
Virginia corporation (the "Registrant").  The description of the Common Stock to
be registered hereunder set forth under the caption "Description of Securities"
at page 20 of the Registrant's Registration Statement on Form S-4 (Registration
No. 33-35485), filed with the Securities and Exchange Commission on January 3,
1991, is incorporated herein by reference.

Item 2.   Exhibits
          --------
          1.   Specimen of Certificate representing Registrant's Common Stock.

          2.1. Restated Articles of Incorporation, as amended, of Registrant,
               were included as Exhibit 3(b) at page 301 of Registrant's
               Registration Statement on Form S-4 (Registration No. 33-53017),
               filed with the Securities and Exchange Commission on April 7,
               1994, and are included herein by reference.

          2.2  Bylaws, as amended, of Registrant, were included as Exhibit 3(a)
               at page 288 of Registrant's Registration Statement on Form S-4
               (Registration No. 33-53017), filed with the Securities and
               Exchange Commission on April 7, 1994, and are included herein
               by reference.

                                     Page 2
<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                    COMMERCIAL BANCSHARES, INCORPORATED
                                    (Registrant)



Dated: April 28, 1995            By: /s/ William E. Mildren, Jr.
       --------------                ---------------------------
                                     William E. Mildren, Jr.
                                     Chairman, President and Chief Executive
                                     Officer

                                     Page 3

<PAGE>
 
Exhibit 1.   Specimen of Certificate representing Registrant's Common Stock.
- ---------                                                               

                             OBVERSE OF CERTIFICATE
                        [LOGO OF COMMERCIAL BANCSHARES]
          NUMBER                                             SHARES
                             COMMERCIAL BANCSHARES
                                  INCORPORATED
                                                              See Reverse
                                                        For Certain Definitions
 
                           PARKERSBURG, WEST VIRGINIA
           Incorporated Under The Laws Of The State of West Virginia

This Certifies that ____________________________________________________ is the

  owner of _________________________________________________________
                                                               CUSIP 201143 10 4
FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF FIVE
                  DOLLARS EACH OF COMMERCIAL BANCSHARES, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon the surrender of this Certificate properly
endorsed.
          In Witness Whereof, the said Corporation has caused this Certificate
to be signed by its duly authorized officers and its facsimile Corporate Seal to
be hereunto affixed.

        Dated: ___________________

_______________________  [Facsimile of Corporate Seal] _________________________
  Authorized Signature                                    Authorized Signature

                                     Page 4
<PAGE>
 
Exhibit 1. Continued

                            REVERSE OF CERTIFICATE

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
 <S>                                            <C>
  TEN COM --as tenants in common                UNIF GIFT MIN ACT--        Custodian
  TEN ENT --as tenants by the entireties                            ------------------------
  JT TEN  --as joints tenants with right of                        (Cust)        (Minor)
            survivorship and not as tenants                         under Uniform Gifts to 
            in common                                               Minors Act
                                                                                -------------
                                                                                   (State)                                       
</TABLE>
 

Additional abbreviations may also be used though not in the above list.

 For value received, _____ hereby sell, assign and transfer unto
 Please insert social security or other
 identifying number of assignee
 ______________________________

 _____________________________________________________________________________
 (Please print or typewrite name and address, including zip code, of assignee)

 _____________________________________________________________________________

 _____________________________________________________________________________

 __________________________________________________________________ Shares
 of the capital stock represented by the within Certificate, and do hereby
 irrevocably constitute and appoint
 __________________________________________________________________ Attorney
 to transfer the said stock on the books of the within named Corporation
 with full power of substitution in the premises.

 Dated _________________________

               _____________________________________________________
       NOTICE: The signature to this assignment must correspond with the
               name as written upon the face of this certificate in
               every particular, without alteration or enlargement or
               any change whatever.

________________________________________________________________________________
                   THIS SPACE MUST NOT BE COVERED IN ANY WAY

                                     Page 5


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