UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-Q

(Mark One)
 [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the Quarterly Period Ended March 31, 2004

                               OR

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

        For the transition period from _________  to  _________.


                   Commission File Number 00-22246


                     COMMERCIAL BANKSHARES, INC.
        ______________________________________________________

        (Exact name of Registrant as specified in its charter)


                  FLORIDA                      65-0050176
      ________________________________    ____________________

      (State or other jurisdiction of        (IRS Employer
       incorporation or organization)      Identification No.)


       1550 S.W. 57th Avenue, Miami, Florida       33144
     _________________________________________   __________

      (Address of principal executive offices)   (Zip Code)


                             (305) 267-1200
         ______________________________________________________

          (Registrant's Telephone Number, including area code)


     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    .
     ___     ___

     Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).   Yes   X   No    .
                                                       ___     ___

     On May 7, 2004 there were 5,920,417 shares of common stock (par value
$.08 per share) outstanding.





                              TABLE OF CONTENTS


Description                                                         Page No.
___________                                                         ________

PART I.  FINANCIAL INFORMATION

   Item 1.   Financial Statements                                       1

             Condensed Consolidated Balance Sheets as of
             March 31, 2004 and December 31, 2003                       1

             Condensed Consolidated Statements of Income
             for the Three Months Ended March 31, 2004 and 2003         2

             Condensed Consolidated Statements of Comprehensive
             Income for the Three Months Ended March 31, 2004
             and 2003                                                   3

             Condensed Consolidated Statements of Cash Flows for
             the Three Months Ended March 31, 2004 and 2003             4

             Notes To Condensed Consolidated Financial Statements       5

   Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                        9

   Item 3.   Quantitative and Qualitative Disclosures About
             Market Risk                                               12

   Item 4.   Controls and Procedures                                   13



PART II.  OTHER INFORMATION

   Item 6.   Exhibits and Reports on Form 8-K                          14

   Signatures                                                          14

   Exhibit 31.1   Certification of the Chief Executive Officer pursuant
                  to Rule 15A-14(A) or 15D-14(A) of the Securities
                  Exchange Act of 1934, as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

   Exhibit 31.2   Certification of the Chief Financial Officer pursuant
                  to Rule 15A-14(A) or 15D-14(A) of the Securities
                  Exchange Act of 1934, as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

   Exhibit 32.1   Certification of the Chief Executive Officer pursuant
                  to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350
                  of Chapter 63 of Title 18 of the United States Code
                  (18 U.S.C. 1350), as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

   Exhibit 32.2   Certification of the Chief Financial Officer pursuant
                  to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350
                  of Chapter 63 of Title 18 of the United States Code
                  (18 U.S.C. 1350), as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.







                        PART I - FINANCIAL INFORMATION

                         ITEM I - FINANCIAL STATEMENTS

                  COMMERCIAL BANKSHARES, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     March 31, 2004 and December 31, 2003
                   (Dollars in thousands, except share data)


                                                      3/31/2004  12/31/2003
                                                      _________  __________

Assets:                                              (Unaudited)
  Cash and due from banks                             $ 46,454    $ 30,569
  Federal funds sold                                    63,376      29,382
                                                      ________    ________

     Total cash and cash equivalents                   109,830      59,951

  Investment securities available for sale,
     at fair value (cost of $115,750 in 2004
     and $103,206 in 2003)                             124,002     110,096
  Investment securities held to maturity,
     at cost (fair value of $167,613 in 2004
     and $179,559 in 2003)                             168,337     185,781
  Loans, net                                           422,443     408,100
  Premises and equipment, net                           12,488      12,420
  Accrued interest receivable                            4,276       5,959
  Goodwill, net                                            253         253
  Other assets                                           3,590       3,619
                                                      ________    ________

      Total assets                                    $845,219    $786,179
                                                      ========    ========
Liabilities and stockholders' equity:
  Deposits:
    Demand                                            $131,372    $117,893
    Interest-bearing checking                           92,404      87,918
    Money market accounts                               77,916      72,218
    Savings                                             33,486      32,240
    Time                                               357,252     344,520
                                                      ________    ________

      Total deposits                                   692,430     654,789

  Securities sold under agreements to repurchase        76,561      60,210
  Accrued interest payable                                 606         618
  Accounts payable and accrued liabilities               5,686       4,464
                                                      ________    ________

      Total liabilities                                775,283     720,081

Commitments and contingencies (Note 4)

Stockholders' equity:
  Common stock, $.08 par value, 15,000,000 authorized
     shares, 6,461,981 issued (6,390,242 in 2003)          517         511
  Additional paid-in capital                            47,031      45,818
  Retained earnings                                     23,800      22,037
  Accumulated other comprehensive income                 5,356       4,500
  Treasury stock, 554,775 shares, at cost               (6,768)     (6,768)
                                                      ________    ________

      Total stockholders' equity                        69,936      66,098
                                                      ________    ________

      Total liabilities and stockholders' equity      $845,219    $786,179
                                                      ========    ========


            The accompanying notes are an integral part of these
                 condensed consolidated financial statements

                                     1


                 COMMERCIAL BANKSHARES, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            For the three months ended March 31, 2004 and 2003
                 (Dollars in thousands, except share data)
                               (Unaudited)

                                                  Three months ended
                                                       March 31,
                                                  __________________

                                                    2004       2003
                                                    ____       ____
Interest income:
  Interest and fees on loans                       $6,456     $5,836
  Interest on investment securities                 3,734      3,278
  Interest on federal funds sold                      134        127
                                                   ______     ______

     Total interest income                         10,324      9,241

Interest expense:
  Interest on deposits                              2,713      2,762
  Interest on securities sold under
   agreements to repurchase                           164        190
                                                   ______     ______

     Total interest expense                         2,877      2,952
                                                   ______     ______

     Net interest income                            7,447      6,289
Provision for loan losses                              15          -
                                                   ______     ______

     Net interest income after provision            7,432      6,289
                                                   ______     ______

Non-interest income:
  Service charges on deposit accounts                 584        633
  Other fees and service charges                      130        146
  Securities gains, net                                 -          -
                                                   ______     ______

     Total non-interest income                        714        779
                                                   ______     ______

Non-interest expense:
  Salaries and employee benefits                    2,648      2,332
  Occupancy                                           312        294
  Data processing                                     299        257
  Furniture and equipment                             197        185
  Insurance                                           102         97
  Professional fees                                   125         (3)
  Stationery and supplies                              68         60
  Administrative service charges                       61         46
  Telephone                                            10         41
  Other                                               305        262
                                                   ______     ______

     Total non-interest expense                     4,127      3,571
                                                   ______     ______

     Income before income taxes                     4,019      3,497
Provision for income taxes                          1,314      1,036
                                                   ______     ______

     Net income                                    $2,705     $2,461
                                                   ======     ======

Earnings per common and common equivalent share:
     Basic                                           $.46       $.43
     Diluted                                         $.44       $.40

Weighted average number of shares
   and common equivalent shares:
     Basic                                      5,876,224  5,710,710
     Diluted                                    6,182,523  6,089,826


          The accompanying notes are an integral part of these
              condensed consolidated financial statements

                                   2




               COMMERCIAL BANKSHARES, INC. AND SUBSIDIARY
        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
           For the three months ended March 31, 2004 and 2003
                            (In thousands)
                             (Unaudited)


                                                       Three months ended
                                                            March 31,
                                                       __________________

                                                         2004      2003
                                                         ____      ____

Net income                                              $2,705    $2,461
                                                        ______    ______

Other comprehensive income, net of tax:
  Unrealized holding gains arising
    during the period (net of tax expense of
    $503,000 in 2004 and $106,000 in 2003                  856       181
                                                        ______    ______

  Other comprehensive income                               856       181
                                                        ______    ______

Comprehensive income                                    $3,561    $2,642
                                                        ======    ======












           The accompanying notes are an integral part of these
               condensed consolidated financial statements

                                   3



               COMMERCIAL BANKSHARES, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the three months ended March 31, 2004 and 2003
                            (In thousands)
                             (Unaudited)

                                                           2004      2003
                                                           ____      ____
Cash flows from operating activities:
  Net income                                             $ 2,705   $ 2,461
  Adjustments to reconcile net income
     to net cash provided by operating activities:
  Provision for loan losses                                   15         -
  Depreciation, amortization and accretion, net              183       244
  Gain on sale of premises and equipment                       -        (1)
  Change in accrued interest receivable                    1,683       300
  Change in other assets                                      29        12
  Change in accounts payable and accrued liabilities       1,319       731
  Change in accrued interest payable                         (12)      (17)
                                                        ________   _______

     Net cash provided by operating activities             5,922     3,730

Cash flows from investing activities:
  Proceeds from maturities of investment securities
     held to maturity                                     17,445    26,451
  Proceeds from maturities of investment
     Securities available for sale                        19,535    69,478
  Purchases of investment securities
     held to maturity                                          -   (43,562)
  Purchases of investment securities
     available for sale                                  (32,097)  (58,280)
  Net change in loans                                    (14,358)   (7,897)
  Purchases of premises and equipment                       (235)     (125)
  Sales of premises and equipment                              -         1
     Net cash used in investing activities                (9,710)  (13,934)
Cash flows from financing activities:
  Net change in deposits                                  37,641    32,821
  Net change in securities sold under
     agreements to repurchase                             16,351     3,981
  Dividends paid                                          (1,229)     (870)
  Proceeds from issuance of stock                            904       154
                                                        ________   _______

     Net cash provided by financing activities            53,667    36,086
                                                        ________   _______

Increase in cash and cash equivalents                     49,879    25,882
Cash and cash equivalents at beginning of period          59,951    60,533
                                                        ________   _______

Cash and cash equivalents at end of period              $109,830   $86,415
                                                        ========   =======

Supplemental disclosures:
  Interest paid (net of amounts credited
     to deposit accounts)                               $    866   $   514
                                                        ========   =======

  Income taxes paid                                     $      -   $ 1,216
                                                        ========   =======


             The accompanying notes are an integral part of these
                condensed consolidated financial statements

                                   4


               COMMERCIAL BANKSHARES, INC. AND SUBSIDIARY

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)


1.  INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements, which
are for interim periods, do not include all disclosures provided in the annual
consolidated financial statements.  These financial statements and the
footnotes thereto should be read in conjunction with the annual consolidated
financial statements for the year ended December 31, 2003 for Commercial
Bankshares, Inc. (the "Company").

All material intercompany balances and transactions have been eliminated.

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary for a fair presentation
of the financial statements.  Those adjustments are of a normal recurring
nature.  The results of operations for the three month period ended March 31,
2004, are not necessarily indicative of the results to be expected for the full
year.

In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the dates of the statements of financial condition and revenues
and expenses for the periods covered.  Actual results could differ from those
estimates and assumptions.

2.  STOCK OPTIONS

The new disclosure requirements under Statement of Financial Accounting
Standard (SFAS) No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure an amendment of FASB Statement No. 123" for interim
financial statements are effective and were adopted by the Company on
January 1, 2003.  See Note 5 for a discussion of SFAS No. 148, which requires
disclosure of pro forma net income and earnings per share as if the Company had
adopted the fair value method of accounting for stock-based awards.

The following table provides the newly required disclosures for the three month
period ended March 31, 2004 compared to the same period in the prior year:

                                            Three Months Ended
                                                 March 31,
                                            ___________________

                                             2004         2003
                                             ____         ____

                                           (Dollars in thousands)

Net income as reported                      $2,705       $2,461

Deduct:  Total stock-based employee
  compensation expense determined under
  fair value based method for all awards,
  net of related tax effects (1)               (46)         (30)
                                            ______       ______

Pro forma net income                        $2,659       $2,431
                                            ======       ======

                                    5



Earnings per share, basic
   as reported                              $  .46       $  .43
Earnings per share, basic
   pro forma                                $  .45       $  .43
Earnings per share, diluted
   as reported                              $  .44       $  .40
Earnings per share, diluted
   pro forma                                $  .43       $  .40

(1)  The fair value of each option has been estimated on the date of the grant
using the Black Scholes option pricing model.


3.  PER SHARE DATA

Earnings per share have been computed by dividing net income by the weighted
average number of shares of common stock (basic earnings per share) and by the
weighted average number of shares of common stock plus dilutive shares of
common stock equivalents outstanding (diluted earnings per share).  Common
stock equivalents include the effect of all outstanding stock options, using
the treasury stock method.  Per share data and weighted average shares
outstanding have been adjusted for the three months ended March 31, 2003 for
the five-for-four stock split which was effective on January 2, 2004.

The following tables reconcile the weighted average shares used to calculate
basic and diluted earnings per share (in thousands, except per share amounts):


                 Three Months Ended              Three Months Ended
                   March 31, 2004                  March 31, 2003
         ________________________________  ________________________________

           Income      Shares   Per-Share    Income      Shares   Per-Share
         (Numerator)(Denominator) Amount   (Numerator)(Denominator) Amount
          _________  ___________  ______    _________  ___________  ______


Basic EPS   $2,705      5,876      $.46      $2,461       5,711      $.43

Effect of
Dilutive
Options          -        307      (.02)          -         379      (.03)
            ______      _____      ____      ______       _____      ____

Diluted EPS $2,705      6,183      $.44      $2,461       6,090      $.40
            ======      =====      ====      ======       =====      ====


4. COMMITMENTS AND CONTINGENCIES

Standby letters of credit are conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party.  The Bank had
outstanding standby letters of credit in the amount of $4.8 million as
of March 31, 2004 as compared to $4.4 million as of December 31, 2003.
Approximately $1.0 million of the standby letters of credit outstanding at
March 31, 2004 were issued subsequent to December 31, 2003 and are being
carried at fair value.  The Bank's exposure to credit loss in the event of
non-performance by the other party to the financial instrument for standby
letters of credit is represented by the contractual amounts of those
instruments.  The Bank uses the same credit policies in establishing
conditional obligations as those for on-balance sheet instruments.  The
credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers.  Collateral held
varies but may include cash, or the goods acquired by the customer for which
the standby letter of credit was issued.  Since certain letters of credit are
expected to expire without being drawn upon, they do not necessarily represent
future cash requirements.


                                    6


5.  NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, Financial Accounting Standard Board (FASB) issued SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity".  This statement establishes standards for how an
issuer classifies and measures in its statement of financial position certain
financial instruments with characteristics of both liabilities and equity.
It requires than an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer.  This statement is effective
for financial instruments entered into or modified after May 31, 2003.  The
provisions of this statement did not have a material effect on the financial
statements of the Company.


In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities".  The provisions of this
statement amend and clarify financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under FASB Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities".  This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003.  The provisions of this statement did not have a material
effect on the financial statements of the Company.


In December of 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure an amendment of FASB Statement No.
123".  Under SFAS No. 148, alternative methods of transition are provided for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation.  In addition, SFAS No. 148 amends the disclosure
requirements of FASB No. 123, "Accounting for Stock Based Compensation" to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results.  As permitted by SFAS No. 123,
the Bank continues to follow the intrinsic value method of accounting for stock-
based compensation under the provision of Accounting Principles Board Opinion
(APB) No. 25, "Accounting for Stock Issued to Employees".  Accordingly, the
alternative methods of transition for the fair value based method of accounting
for stock-based employee compensation provided by SFAS No. 148 do not apply to
the Bank.  The Bank is required under the provisions of SFAS No. 148 amending
SFAS No. 123 and APB No. 28, "Interim Financial Reporting", to provide
additional disclosure in both annual and interim financial statements.  The
new disclosure requirements are included in Note 2.

In November of 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others", an interpretation of FASB Statements
No. 5, 57 and 107 and rescission of FASB Interpretation No. 34.  This
interpretation elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations under
certain guarantees that it has issued.  It also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability for
the fair value of the obligation undertaken in issuing the guarantee.
This interpretation does not prescribe a specific approach for subsequently
measuring the guarantor's recognized liability over the term of the related
guarantee.  This interpretation also incorporates, without change, the


                                    7


guidance in FASB Interpretation No. 34, "Disclosure of Indirect Guarantees
of Indebtedness of Others", which is being superseded.  The initial
recognition and initial measurement provisions of this Interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002.  Although applicable to the Bank, FIN 45 has not had a
significant impact on its consolidated financial condition or results of
operations.

On January 17, 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an interpretation of ARB 51" ("FIN 46"). The
primary objectives of FIN 46 are to provide guidance on the identification
of entities for which control is achieved through means other than through
voting rights ("variable interest entities" or "VIEs") and how to determine
when and which business enterprise should consolidate the VIE (the "primary
beneficiary").  This new model for consolidation applies to an entity which
either (1) the equity investors (if any) do not have a controlling financial
interest or (2) the equity investment at risk is insufficient to finance
that entity's activities without receiving additional subordinated financial
support from other parties.  In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a VIE make additional disclosures.  The provisions of this
interpretation are effective for reporting periods ending after December 15,
2003 and are not expected to have a material effect on the financial
statements of the Company.


                                    8





               ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis of the Company's consolidated results
of operations and financial condition should be read in conjunction with the
unaudited interim consolidated financial statements and the related notes
included herein and the consolidated financial statements for the year ended
December 31, 2003 appearing in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission.

CORPORATE OVERVIEW

Commercial Bankshares, Inc. (the "Company"), a Florida corporation organized
in 1988, is a bank holding company whose wholly-owned subsidiary and principal
asset is the Commercial Bank of Florida (the "Bank").  The Company, through
its ownership of the Bank, is engaged in a commercial banking business.  Its
primary source of earnings is derived from income generated by its ownership
and operation of the Bank.  The Bank is a Florida chartered banking
corporation with fourteen branch locations throughout Miami-Dade and Broward
counties in South Florida.  The Bank primarily focuses on providing
personalized banking services to businesses and individuals within the
market areas where its banking offices are located.


RESULTS OF OPERATIONS

Three Months Ended March 31, 2004 and 2003

The Company's net income reported for the three months ended March 31, 2004,
was $2.70 million, a 10% increase over the three months ended March 31, 2003
of $2.46 million.  Basic and diluted earnings per share were $.46 and $.44,
respectively, for the three months ended March 31, 2004, as compared to $.43
and $.40, respectively, for the three months ended March 31, 2003.

The Company's first quarter tax-equivalent net interest income increased 18%
to $7.7 million, from $6.5 million for the corresponding quarter in 2003.
The increase is the result of growth in average earning assets, which have
increased 12% to $748 million for the first quarter of 2004, as compared to
$669 million for the first quarter of 2003.  It is also the result of a
higher net interest yield.  The tax-equivalent net interest yield for the
three months ended March 31, 2004 was 4.14%, as compared to 3.97% for the
same period in 2003.  The increase in the net interest yield is the result
of an increase in loans and a reduction in the cost of funds.  The net
interest margin has been calculated on a tax-equivalent basis, which includes
an adjustment for interest on tax-exempt securities.

Non-interest income decreased by $65,000, or 8%, for the first quarter of 2004,
as compared to the corresponding period in 2003.  The decrease in the first
quarter is due to a decrease in service charges on deposit accounts of $49,000
and non-recurring income in 2003 of $19,000 for real estate tax reductions and
other credits.

Non-interest expenses for the first three months of 2004 increased $556,000,
or 16%, from the first three months of 2003, due primarily to an increase in
staff expenses, professional fees and data processing expense.  Staff expenses
increased by $316,000, or 14%, due to an increase in the number of officers,
and increase in medical expense of $30,000 and normal salary increases.
Professional fees increased by $129,000 in 2004 due to several SEC filings
including the 2004 Employee and Outside Director Stock Option Plans and an S-8,
and legal matters in the normal course of business.  No legal expenses were

                                    9


incurred in the first quarter of 2003 due to sufficient accruals in 2002
to cover all year-end related work and no special legal projects during
the period.  Data processing expense increased by $42,000, or 16%, due to
increases from our service provider for new platforms, increased number
of accounts processed and regular contractual increases.

Company management continually reviews and evaluates the allowance for loan
losses.  In evaluating the adequacy of the allowance for loan losses,
management considers the results of its methodology, along with other
factors such as the amount of non-performing loans and the economic
conditions affecting the Company's markets and customers.  The allowance
for loan losses was $5.02 million at March 31, 2004, as compared with $4.87
million at December 31, 2003.  For the three months ended March 31, 2004,
the allowance for loan losses was increased with a provision for loan losses
of $15,000 and increased by approximately $130,000 in net recoveries.  For
the three months ended March 31, 2003, the allowance was decreased by
approximately $90,000 in net charge-offs.  The allowance as a percentage
of total loans has decreased to 1.17% at March 31, 2004, from 1.18% at
December 31, 2003.  Based on the nature of the loan portfolio and prevailing
economic factors, management believes that the current level of the allowance
for loan losses is sufficient to absorb probable losses in the loan portfolio.

Approximately $280.5 million, or 66%, of total loans was secured by non-
residential real estate, and $91.3 million, or 21%, of total loans was
secured by residential real estate as of March 31, 2004.  Virtually all
loans are within the Company's markets in Miami-Dade and Broward counties.

The Company had no non-accrual loans at March 31, 2004.



LIQUIDITY AND CAPITAL RESOURCES

The objective of liquidity management is to maintain cash flow requirements
to meet immediate and ongoing future needs for loan demand, deposit
withdrawals, maturing liabilities, and expenses.  In evaluating actual and
anticipated needs, management seeks to obtain funds at the most economical
cost.  Management believes that the level of liquidity is sufficient to meet
future funding requirements.

For banks, liquidity represents the ability to meet both loan commitments and
withdrawals of deposited funds.  Funds to meet these needs can be obtained by
converting liquid assets to cash or by attracting new deposits or other sources
of funding.  Many factors affect a bank's ability to meet liquidity needs.
The Bank's principal sources of funds are deposits, repurchase agreements,
payments on loans, maturities and sales of investments.  As an additional
source of funds, the Bank has credit availability with the Federal Home Loan
Bank amounting to $126 million, and Federal Funds purchased lines available
at correspondent banks amounting to $23 million as of March 31, 2004.

The Bank's primary use of funds is to originate loans and purchase investment
securities.  The Bank purchased $32.1 million of investment securities during
the first three months of 2004, and loans increased by $14.4 million.  Funding
for the above came from increases in deposits of $37.6 million, an increase in
securities sold under agreements to repurchase of $16.4 million and increases
from proceeds of maturities of investment securities of $37.0 million.

In accordance with risk-based capital guidelines issued by the Federal Reserve
Board, the Company and the Bank are each required to maintain a minimum ratio
of total capital to risk weighted assets of 8%.  Additionally, all bank holding
companies and member banks must maintain "core" or "Tier 1" capital of at least

                                     10


3% of total assets ("leverage ratio").  Member banks operating at or near the
3% capital level are expected to have well diversified risks, including no
undue interest rate risk exposure, excellent control systems, good earnings,
high asset quality, high liquidity, and well managed on- and off-balance sheet
activities, and in general be considered strong banking organizations with a
composite 1 rating under the CAMELS rating system of banks.  For all but the
most highly rated banks meeting the above conditions, the minimum leverage
ratio is to be 3% plus an additional 100 to 200 basis points.  The Tier 1
Capital, Tier 2 Capital, and Leverage Ratios of the Company were 12.48%,
13.79%, and 7.59%, respectively, as of March 31, 2004.

The Company's critical accounting policies are disclosed on page 16 of its
2003 Annual Report under the heading Management's Discussion and Analysis
of Financial Condition and Results of Operations, which report is filed with
the Annual Report on Form 10-K for the year ended December 31, 2003.  On an
ongoing basis, the Company evaluates its estimates and assumptions, including
those related to valuation of the loan portfolio.  Since the date of the 2003
Annual Report, there have been no material changes to the Company's critical
accounting policies.


FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may contain forward-looking statements
(within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended), representing the Company's expectations and beliefs concerning
future events.  The actual results of the Company could differ materially
from those indicated by the forward-looking statement because of various
risks and uncertainties, including, without limitation, the Company's
effective and timely initiation and development of new client relationships,
the maintenance of existing client relationships and programs, the recruitment
and retention of qualified personnel, possible or proposed products, branch
offices, or strategic plans, the ability to increase sales of Company products
and to increase deposits, the adequacy of cash flows from operations and
available financing to fund capital needs and future growth, changes in
management's estimate of the adequacy of the allowance for loan losses,
changes in the overall mix of the Company's loan and deposit products, the
impact of repricing and competitors' pricing initiatives on loan and deposit
products as well as other changes in competition, the extent of defaults,
the extent of losses given such defaults, the amount of lost interest income
that may result in the event of a severe recession, the status of the
national economy and the South Florida economy in particular, the impact that
changing interest rates have on the Company's net interest margin, changes in
governmental rules and regulations applicable to the Company and other risks in
the Company's filings with the Securities and Exchange commission.  The Company
cautions that its discussion of these matters is further qualified, as these
risks and uncertainties are beyond the ability of the Company to control.  In
many cases, the Company cannot predict the risks and uncertainties that could
cause actual results to differ materially from those indicated in the forward-
looking statements.

The Company undertakes no obligation to revise or update these forward-looking
statements to reflect events or circumstances after the date of this filing.

                                   11




    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ASSET/LIABILITY MANAGEMENT AND INTEREST RATE RISK

Changes in interest rates can substantially impact the Company's long-term
profitability and current income.  An important part of management's efforts to
maintain long-term profitability is the management of interest rate risk.  The
goal is to maximize net interest income within acceptable levels of interest
rate risk and liquidity.  Interest rate exposure is managed by monitoring the
relationship between interest-earning assets and interest-bearing liabilities,
focusing on the size, maturity or repricing date, rate of return and degree
of risk.  The Asset/Liability Management Committee of the Bank oversees the
interest rate risk management and reviews the Bank's asset/liability structure
on a quarterly basis.

The Bank uses interest rate sensitivity or GAP analysis to monitor the amount
and timing of balances exposed to changes in interest rates.  The GAP analysis
is not relied upon solely to determine future reactions to interest rate
changes because it is presented at one point in time and could change
significantly from day-to-day.  Other methods such as simulation analysis are
utilized in evaluating the Bank's interest rate risk position.  The table
presented below shows the Bank's GAP analysis at March 31, 2004.

                    INTEREST RATE SENSITIVITY ANALYSIS
                          (Dollars in Thousands)

                                           Term to Repricing
                                           _________________

                                                           Over 1 Year
                              90 Days    91-181   182-365  & Non-rate
                              or Less     Days      Days    Sensitive  Total
                             ________  ________  ________  ________  ________
Interest-earning assets:
   Federal funds sold        $ 63,376  $      -  $      -  $      -  $ 63,376
   Investment securities        9,846     3,585     6,722   268,367   288,520
   Gross loans
     (excluding non-accrual)   39,127    24,338  _ 77,646   287,161   428,272
                             ________  ________  ________  ________  ________
   Total interest-
     earning assets          $112,349  $ 27,923  $ 84,368  $555,528  $780,168
                             ========  ========  ========  ========  ========

Interest-bearing liabilities:
   Interest-bearing checking $      -  $      -  $      -  $ 92,404  $ 92,404
   Money market                     -    19,479    19,479    38,958    77,916
   Savings                          -         -         -    33,486    33,486
   Time deposits               62,927    71,497   114,103   108,725   357,252
   Borrowed funds              81,986         -         -         -    81,986
                             ________  ________  ________  ________  ________
   Total interest-bearing
     liabilities             $144,913  $ 90,976  $133,582  $273,573  $643,044
                             ========  ========  ========  ========  ========

Interest sensitivity gap    ($ 32,564)($ 63,053)($ 49,214) $281,955  $137,124
                             ========  ========  ========  ========  ========

Cumulative gap              ($ 32,564)($ 95,617)($144,831) $137,124
                             ========  ========  ========  ========

Cumulative ratio of interest-
   earning assets to interest-
   bearing liabilities            78%      59%       61%      121%
Cumulative gap as a percentage
   of total interest-
   earning assets               (4.2%)  (12.3%)   (18.6%)    17.6%


                                   12


Management's assumptions reflect the Bank's estimate of the anticipated
repricing sensitivity of non-maturity deposit products.  Money market accounts
have been allocated 25% to the "91-181 days" category, 25% to the "182-365
days" category, and 50% to the "over 1 year" category.  Interest checking and
savings are allocated to the "over 1 year" category.


The Bank uses simulation analysis to quantify the effects of various immediate
parallel shifts in interest rates on net interest income over the next 12 month
period.  Such a "rate shock" analysis requires key assumptions which are
inherently uncertain, such as deposit sensitivity, cash flows from investments
and loans, reinvestment options, management's capital plans, market conditions,
and the timing, magnitude and frequency of interest rate changes.  As a result,
the simulation is only a best-estimate and cannot accurately predict the impact
of the future interest rate changes on net income.  As of March 31, 2004, the
Bank's simulation analysis projects an increase to net interest income of
2.11%, assuming an immediate parallel shift downward in interest rates by 200
basis points.  If rates rise by 200 basis points, the simulation analysis
projects net interest income would decrease by 5.28%.  These projected levels
are within the Bank's policy limits.




                     ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company has carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures as of the end of the period covered by this Quarterly
Report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of the end of the period covered by this
Quarterly Report in timely alerting them as to material information relating
to the Company (including its consolidated subsidiary) required to be
included in this Quarterly Report.

(b) Changes in Internal Control Over Financial Reporting

There have been no significant changes in the Company's internal control over
financial reporting during the quarter ended March 31, 2004 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.



                                   13




                     PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
    31.1 Certification of the Chief Executive Officer pursuant to Rule 15A-
         14(A) or 15D-14(A) of the Securities Exchange Act of 1934, as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    31.2 Certification of the Chief Financial Officer pursuant to Rule 15A-
         14(A) or 15D-14(A) of the Securities Exchange Act of 1934, as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1 Certification of the Chief Executive Officer pursuant to Rule 13a-
         14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18
         of the United States Code (18 U.S.C. 1350), as adopted pursuant to
         Section 906 of the Sarbanes-Oxley  Act of 2002.

    32.2 Certification of the Chief Financial Officer pursuant to Rule 13a-
         14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18
         of the United States Code (18 U.S.C. 1350), as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

 (b) Reports on Form 8-K

    A Form 8-K was filed on January 21, 2004 to announce fourth quarter and
    2003 earnings for Commercial Bankshares, Inc.




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.

COMMERCIAL BANKSHARES, INC.



By:/s/ Joseph W. Armaly
_______________________

Joseph W. Armaly
Chairman of the Board and Chief Executive Officer
(Duly Authorized Officer)
May 10, 2004


By:/s/ Barbara E. Reed
______________________

Barbara E. Reed
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
May 10, 2004


                                   14



                              EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 15A-14(A) OR
15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph W. Armaly, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Commercial
         Bankshares, Inc;

      2. Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

         a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiary, is made known to
            us by others within those entities, particularly during the period
            in which this quarterly report is being prepared;

         b) [Reserved.]

         c) Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this quarterly report our
            conclusions about the effectiveness of the disclosure controls and
            procedures as of the end of the period covered by this report based
            on our evaluation; and

         d) Disclosed in this quarterly report any change in the registrant's
            internal control over financial reporting that occurred during
            the registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting.

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         the registrant's board of directors (or persons performing the
         equivalent functions):

         a) All significant deficiencies and material weaknesses in the design
            or operation of internal controls over financial reporting which
            are reasonably likely to adversely affect the registrant's ability
            to record, process, summarize and report financial information;
            and

         b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.


Dated:  May 10, 2004                   COMMERCIAL BANKSHARES, INC.


                                       /s/ Joseph W. Armaly
                                       ____________________

                                       Joseph W. Armaly
                                       Chief Executive Officer


                                   15



                              EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 15A-14(A) OR
15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Barbara E. Reed, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Commercial
         Bankshares, Inc;

      2. Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect
         to the period covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented
         in this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures
         (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

         a. Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiary, is made known
            to us by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

         b. [Reserved.]

         c. Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this quarterly report our
            conclusions about the effectiveness of the disclosure controls and
            procedures, as of the end of the period covered by this report,
            based on our evaluation; and

         d. Disclosed in this quarterly report any change in the registrant's
            internal control over financial reporting that occurred during
            the registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting.

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         the registrant's board of directors (or persons performing the
         equivalent functions):

         a. All significant deficiencies and material weaknesses in the design
            or operation of internal controls over financial reporting which
            are reasonably likely to adversely affect the registrant's ability
            to record, process, summarize and report financial information;
            and

         b. Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Dated:  May 10, 2004                   COMMERCIAL BANKSHARES, INC.


                                       /s/ Barbara E. Reed
                                       ___________________

                                       Barbara E. Reed
                                       Chief Financial Officer


                                   16



                              EXHIBIT 32.1


Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) or Rule
15d-14(b) and 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
the Sarbanes-Oxley Act of 2002

      In connection with the Quarterly Report of Commercial Bankshares, Inc.
      (the "Company") on Form 10-Q for the quarter ended, March 31, 2004 as
      filed with the Securities and Exchange Commission on the date hereof
      (the "Report"), I, Joseph W. Armaly, Chief Executive Officer of the
      Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1) The Report fully complies with the requirements of Section 13(a)
         or 15(d), as applicable, of the Securities Exchange Act of 1934,
         as amended; and

      2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Company as of the dates and for the periods expressed in the
         Report.



/s/   Joseph W. Armaly
______________________

Joseph W. Armaly
Chief Executive Officer
May 10, 2004


The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document.



                             EXHIBIT 32.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule
15d-14(b) and 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
the Sarbanes-Oxley Act of 2002

      In connection with the Quarterly Report of Commercial Bankshares, Inc.
      (the "Company") on Form 10-Q for the quarter ended, March 31, 2004 as
      filed with the Securities and Exchange Commission on the date hereof
      (the "Report"), I, Barbara E. Reed, Chief Financial Officer of the
      Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1) The Report fully complies with the requirements of Section 13(a)
         or 15(d), as applicable, of the Securities Exchange Act of 1934,
         as amended; and

      2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Company as of the dates and for the periods expressed in the
         Report.



/s/   Barbara E. Reed
_____________________

Barbara E. Reed
Chief Financial Officer
May 10, 2004

The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document.


                                   17