SCHEDULE 14A INFORMATION
  Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
                               Act of 1934 
                           (Amendment No. ____)


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       14a-6(e)(2))
[ X ]  Definitive Proxy Statement
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[   ]  Soliciting Material Pursuant to Rule 240.14a-12

                   Commercial Bankshares, Inc.
______________________________________________________________________
         (Name of Registrant as Specified In Its Charter)


______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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                      COMMERCIAL BANKSHARES, INC.
                        1550 S.W. 57th Avenue
                        Miami, Florida 33144


__________________________________________________________________________ 

               Notice of Annual Meeting of Shareholders
                    to Be Held on April 21, 2005
__________________________________________________________________________ 

Dear Shareholders:

     The Annual Meeting of Shareholders of Commercial Bankshares, Inc. (the 
"Company") will be held in Miami, Florida, at the executive offices of the 
Company located at 1550 S.W. 57th Avenue, at 10:00 a.m., local time, on 
Thursday, April 21, 2005, for the following purposes:

1. To elect seven directors to the Company's Board of Directors;

2. To transact such other business as may properly come before the Annual 
   Meeting.

     Only shareholders of record at the close of business on March 8, 
2005 are entitled to notice of and to vote at the Annual Meeting and all 
adjournments thereof. 

     All shareholders are cordially invited to attend the meeting in 
person.  Those shareholders who plan to attend are requested to so 
indicate by marking the appropriate space on the enclosed proxy card.  
Any shareholder attending the Annual Meeting may vote in person even 
though he or she has previously returned a proxy.

     A form of proxy card and the Proxy Statement of the Company relating 
to the Annual Meeting of Shareholders are enclosed.  Please complete, 
date, sign and return the enclosed proxy card promptly so that your shares 
can be voted, regardless of whether you expect to attend the meeting. 

     A copy of the Company's 2004 Annual Report to shareholders is also 
enclosed.

By order of the Board of Directors,


JACK J. PARTAGAS
President and Chief Operating Officer
March 16, 2005
Miami, Florida










                          TABLE OF CONTENTS



PROXY STATEMENT INTRODUCTION
   General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
   Record Date and Outstanding Shares . . . . . . . . . . . . . . . . . 1
   Voting and Solicitation. . . . . . . . . . . . . . . . . . . . . . . 1

PROPOSAL I - ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . 2
   Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

BOARD GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
   The Board of Directors and Committees. . . . . . . . . . . . . . . . 3
   Director Compensation. . . . . . . . . . . . . . . . . . . . . . . . 4
   Report of the Audit Committee. . . . . . . . . . . . . . . . . . . . 4

EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . 5
   Executive Officers of the Company. . . . . . . . . . . . . . . . . . 5
   Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . 5
   Table of Option Grants in the Last Fiscal Year . . . . . . . . . . . 6
   Fiscal Year-End Option Values. . . . . . . . . . . . . . . . . . . . 6
   Equity Compensation Plan Information . . . . . . . . . . . . . . . . 7
   Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . 7
   Board Compensation Committee Report on Executive Compensation. . . . 8
   Stock Performance Graph. . . . . . . . . . . . . . . . . . . . . . .11
   Stock Option Plan Benefits . . . . . . . . . . . . . . . . . . . . .11
   Compensation Committee Interlocks and Insider Participation. . . . .12

STOCK OWNERSHIP INFORMATION . . . . . . . . . . . . . . . . . . . . . .13
   Security Ownership of Certain Beneficial Owners and Management . . .13
   Section 16(a) Beneficial Ownership Reporting Compliance. . . . . . .14

SELECTION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM. .15

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . . . .16

SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS . . . . . . . . . . .16

OTHER BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . .16









                        COMMERCIAL BANKSHARES, INC.
                      Annual Meeting of Shareholders
                       to be held on April 21, 2005


                             PROXY STATEMENT
__________________________________________________________________________ 

General

   The Board of Directors of Commercial Bankshares, Inc. (the "Company") 
is soliciting proxies to be used at the Annual Meeting of Shareholders to 
be held on Thursday, April 21, 2005, and all adjournments thereof.  This 
Proxy Statement and the accompanying proxy card are first being sent to 
shareholders on or about March 16, 2005.

   The shares represented by all properly executed proxies received by the 
Company will be voted as specified by the shareholders.  If no specifications 
are given (including broker non-votes), the shares represented by the proxy 
will be voted for the election of the listed nominees as directors. A 
shareholder who has given a proxy may revoke it at any time before it is 
voted at the meeting by filing with the Secretary of the Company a written 
notice of revocation, by submitting a proxy bearing a later date, or by 
attending the meeting and voting in person.


Record Date and Outstanding Shares

   On March 8, 2005, there were 5,962,704 shares of the Company's Common 
Stock, par value $.08 per share, outstanding. Each share of Common Stock 
of record on the books of the Company at the close of business on March 8, 
2005 entitles its owner to one vote, either in person or by proxy, upon 
each matter to come before the meeting.  


Voting and Solicitation
   
   A majority of the shares entitled to vote, represented in person or by 
proxy, shall constitute a quorum.  Votes cast in person or by proxy will 
be tabulated by the inspectors of election, appointed by the Board of 
Directors.  The current Florida Business Corporation Act (the "Act") 
provides that directors are elected by a plurality of the votes cast if 
a quorum is present at the meeting, and all other matters are approved if 
the votes cast in favor of the action exceed the votes cast against the 
action (unless the matter is one for which the Act or the Articles of 
Incorporation require a greater vote).

   A proxy submitted by a shareholder may indicate that all or a portion 
of the shares represented by such proxy are not being voted by such 
shareholder with respect to a particular matter ("non-voted shares"). 
This could occur, for example, when a broker is not permitted to vote 
shares held in "street name" on certain matters in the absence of 
instructions from the beneficial owner of the shares. Non-voted shares 
with respect to a particular matter will be counted for purposes of 
determining the presence of a quorum but will not be counted as shares 
present and entitled to vote on such matter for purposes of voting, and 
therefore, will have no effect on matters brought to a vote at the Annual 
Meeting. Shares voting to abstain as to a particular matter and directions 
to "withhold authority" to vote for directors, will be counted for purposes 
of determining the presence of a quorum and will be counted as present and 
entitled to vote with respect to such matter for purposes of voting, and 
therefore, will have the effect of votes against the matters brought to a 
vote at the Annual Meeting.

   The expense of soliciting proxies will be borne by the Company.  Proxies 
will be solicited principally by mail, but directors, officers and regular 
employees of the Company or its subsidiaries may solicit proxies personally 
or by telephone.  The Company will reimburse custodians, nominees, or other 
persons for their out-of-pocket expenses in sending proxy material to 
beneficial owners.


   Regardless of the number of shares you own, it is important that they 
be represented at the Annual Meeting.  You are respectfully requested to 
sign, date and return the accompanying proxy card at your earliest 
convenience.









                             PROPOSAL I -  
                        ELECTION OF DIRECTORS


   Unless you specify otherwise on the accompanying proxy, the shares 
represented by the proxy will be voted for the election of the listed 
nominees to serve as Directors until the next Annual Meeting of 
Shareholders or until their successors are elected and qualified.  If 
a quorum is present at the Meeting, the plurality of the votes cast by 
the shares entitled to vote in the election of Directors at the Meeting 
is required to elect each nominee.

Nominees

   Joseph W. Armaly, age 68, is Chairman of the Board of Directors and 
   Chief Executive Officer of the Company and of Commercial Bank of Florida 
   ("Bank"), the Company's wholly-owned subsidiary.  Mr. Armlay served as
   President of Merchants Bank of Miami ("Merchants") from 1965 through 
   1988 and also served as Chairman of Merchants' Board of Directors from 
   1980 through 1988.  Mr. Armaly was also President and Chairman of the 
   Board of Florida Commercial Banks, Inc. ("Florida Commercial") from 1980 
   through 1988.  Mr. Armaly has been Chairman of the Board of the Company 
   and the Bank since its formation in 1988.

   Jack J. Partagas, age 67, is a Director and the President, Chief Operating 
   Officer and Secretary of the Company and the Bank.  Prior to joining the 
   Company and the Bank in 1988, Mr. Partagas was Vice President of Florida 
   Commercial between 1971 and 1988.  Mr. Partagas has been a Director of 
   the Company and the Bank since 1988, Executive Vice President of the 
   Company and the Bank from 1988 through 1992 and President of the Company 
   and the Bank since 1992.

   Cromwell A. Anderson, age 79, is a Director of the Company and the 
   Bank.  Mr. Anderson has been in the private practice of law since 1954.  
   Mr. Anderson retired from the law firm of Fowler, White, Burnett, 
   Hurley, Banick & Strickroot, P.A. in 1999.  Mr. Anderson has been a 
   Director of the Company and the Bank since 1988.

   Robert Namoff, age 52, is a Director of the Company and the Bank.  
   Mr. Namoff is the Chairman of the Board of Allied Universal Corporation, 
   a chemical manufacturer.  Mr. Namoff serves on the Board of Directors 
   of the Chlorine Institute in Washington, D.C. and serves as Commissioner 
   on the Florida State Transportation Commission in Tallahassee.  Mr. 
   Namoff has been a Director of the Company and the Bank since 1990.

   Sherman Simon, age 86, is a Director of the Company and the Bank.  
   Mr. Simon has been a private real estate investor for over 30 years.
   Mr. Simon has been a Director of the Company and the Bank since 1988.

   Michael W. Sontag, age 59, is a Director of the Company and the Bank.  
   Mr. sontag is an Architectural Engineer and a licensed general 
   contractor.  Mr. Sontag has been a Director of the Company and the 
   Bank since 1997.

   Martin Yelen, age 77, is a Director of the Company and the Bank and was 
   formerly a director of Florida Commercial.  Mr. Yelen is a retired 
   attorney who engaged in private practice for 45 years with the firm of 
   Yelen & Yelen, P.A.  Mr. Yelen has served on the Miami-Dade and Monroe  
   County chapters of the National Safety Council and was a councilman and 
   Mayor of the City of West Miami.  Mr. Yelen has been a Director of the 
   Company and the Bank since 1988.

The Board of Directors recommends a vote "FOR" the election of all nominees.


                                     2






                            BOARD GOVERNANCE

The Board of Directors and Committees

     The Board of Directors of the Company consists of the same persons as 
the Board of Directors of the Bank.  The Company conducts its operations 
through the Bank, which is its wholly-owned subsidiary.  Both the Company 
and the Bank held twelve meetings of the Board of Directors during 2004.  
Each director attended at least 75% of the board meetings that were held 
while he was serving as a director during the year, as well as attending 
at least 75% of the committee meetings of those committees of which the 
respective director was a member.  During 2004, the Company's Board of 
Directors had standing Audit and Compensation Committees, and the Bank's 
Board of Directors had standing Audit, Executive, Loan and Compliance 
Committees.

   (a) Audit Committee.  The Bank's Audit Committee consists of Messrs. 
Anderson, Namoff, Simon, Sontag and Yelen.  These persons were all 
independent, non-employee directors of the Bank and the Company.  The 
Board of Directors has determined that each member of the Audit Committee 
is financially literate and independent in accordance with NASDAQ's 
listing standards and that Mr. Namoff is an "audit committee financial 
expert", as defined by the Securities and Exchange Commission.  The Audit 
Committee held four meetings during 2004.  The Audit Committee has 
functional supervision over the internal audit staff, reviews the system 
of internal controls and the adequacy of the internal audit system and 
receives reports on activities of the internal auditing department.  It 
recommends the independent registered certified public accounting firm  
to the Bank's and the Company's Boards of Directors, approves all services 
provided by the independent registered certified public accounting firm 
and related fees and reviews the scope of the audits and the actual audits 
performed by both the independent registered certified public accounting 
firm and the internal auditors.  It is responsible for ensuring that the 
audit findings are adequately addressed.

   (b) Compensation Committee.  The Company's Compensation Committee 
consists of Messrs. Anderson, Simon and Yelen.  These persons are all 
independent, non-employee directors of the Company and constitute three 
of the five non-employee directors of the Board.  The Compensation 
Committee held three meetings during 2004.  The Compensation Committee 
was delegated the duties of establishing and administering an executive 
compensation program.  Its activities include reviewing and approving the 
design of the program, setting performance goals, assessing executive 
performance and making grants of salary, bonuses and incentive 
compensation.  The Compensation Committee also administers the Amended 
1994 Performance Stock Option Plan and the 2004 Employee Stock Option 
Plan.

   (c) Nominating Committee.  The Company has no formal nominating 
committee but rather the entire Board of Directors acts as the nominating 
committee.  All of the director nominees of the Company set forth in 
Proposal I entitled "Election of Directors" were approved by a majority 
of the independent, non-employee directors of the Company.  Messrs. 
Anderson, Namoff, Simon, Sontag and Yelen are all the independent, non-
employee directors of the Company.  The Board of Directors believes it 
is appropriate for the Company to nominate its director nominees through 
a majority of the independent directors of the full board and not a 
separate nominating committee due to the efficiencies gained by not having 
a separate committee. 

   The Board of Directors, several months prior to the annual meeting of 
the shareholders, conducts a process of identifying and evaluating Board 
nominees.  The Board initially looks to nominating its existing directors 
for re-election to the Board as appropriate or to other Director nominees 
proposed, as appropriate, by the Chairman of the Board and in doing so 
considers each director's independence, if required, skills, performance 
and attendance to the Board and respective committees.  The Board of 
Directors will also consider candidates recommended by Shareholders (see 
the caption "Shareholder Proposal" contained herein).  In evaluating any 
candidates for potential director nomination, the Board of Directors, and 
specifically a majority of the independent, non-employee directors, will 
consider candidates that are independent, if required, who possess personal 
and professional integrity, have good business judgment, relevant 
experience and skills, including financial expertise, if required, and 
who would be effective as a Director in conjunction with the full board 
and collectively serving the long-term interests of the Company's 
shareholders.  All candidates will be reviewed in the same manner, 
regardless of the source of recommendation.  

   The Company does not have a formal policy regarding attendance by 
members of the Board of Directors at the Annual Meeting of Shareholders, 
but it encourages its Directors to attend and historically, most have 
done so.  With respect to the 2004 Annual Shareholder Meeting, all of 
the members of the Board of Directors, which at the time was comprised 
of seven members, attended such Annual Shareholder Meeting.


                                     3


Director Compensation

   Directors of the Company who are salaried employees of the Bank do not 
receive any additional compensation for serving as a director or committee 
member.  During the year 2004, non-employee directors of the Bank received 
a retainer of $1,500 per calendar quarter, $300 per loan committee meeting 
and $300 per audit committee meeting.

   In addition, each non-employee director in office in June, 2004 received 
options to purchase 2,500 shares of Common Stock for serving on the Board.


Report of the Audit Committee

   The following report on the Audit Committee is made pursuant to the 
rules of the Securities and Exchange Commission.  The Audit Committee 
has met and held discussions with management and the independent registered 
certified public accounting firm.  Management represented to the Audit 
Committee that the Company's consolidated financial statements were 
prepared in accordance with generally accepted accounting principles 
and the Audit Committee has reviewed and discussed the consolidated 
financial statements with management and the independent registered 
certified public accounting firm.  The Audit Committee discussed with the 
independent registered certified public accounting firm matters required 
to be discussed by Statement on Auditing Standards No. 61, "Communication 
with Audit Committees".  

   The Audit Committee discussed with the Company's internal audit staff 
and its independent registered certified public accounting firm the 
overall scope and plans for their respective audits.  The Audit Committee 
meets with the internal audit staff and its independent registered 
certified public accounting firm to discuss the results of their 
examinations, the evaluations of the Company's internal controls and the 
overall quality of the Company's financial reporting.  The Audit Committee 
also approves all services provided by the independent registered certified 
public accounting firm and related fees.

   The Audit Committee has received the written disclosures and the letter 
from the independent registered certified public accounting firm required 
by Independence Standards Board Standard No. 1 "Independence Discussions 
with Audit Committees", as may be modified or supplemented, and has 
discussed with the independent registered certified public accounting firm 
the independent registered certified public accounting firm's independence.  
The members of the Audit Committee are independent as independence is 
defined in Rule 4200(a)(14) of the National Association of Securities 
Dealers.  

   Based on the review and discussions referred to above, the Audit 
Committee recommended to the Board of Directors that the audited financial 
statements for the year ended December 31, 2004 be included in the Company's 
Annual Report on Form 10-K for the year 2004, for filing with the Securities 
and Exchange Commission.

   AUDIT COMMITTEE
   Martin Yelen, Chairman            Sherman Simon
   Cromwell Anderson                 Michael Sontag
   Robert Namoff


                                    4







                          EXECUTIVE COMPENSATION

Executive Officers of the Company

   The executive officers of the Company are elected to their offices for 
one-year terms at the meeting of the Board of Directors in April of each 
year.  The terms of any executive officers elected after such date expire 
at the same time as the terms of the executive officers elected at such 
date.

   Joseph W. Armaly, age 68, is Chairman of the Board of Directors and 
   Chief Executive Officer of the Company and the Bank.  Mr. Armaly served 
   as President of Merchants from 1965 through 1988 and also served as 
   Chairman of Merchants' Board of Directors from 1980 through 1988. 
   Mr. Armaly was also President and Chairman of the Board of Florida 
   Commercial from 1980 through 1988.  Mr. Armaly has been Chairman of 
   the Board of the Company and the Bank since its formation in 1988.

   Jack J. Partagas, age 67, is a Director and the President, Chief 
   Operating Officer and Secretary of the Company and the Bank.  Prior 
   to joining the Company and the Bank in 1988, Mr. Partagas was Vice 
   President of Florida Commercial between 1971 and 1988.  Mr. Partagas 
   has been a Director of the Company and the Bank since 1988, Executive 
   Vice President of the Company and the Bank from 1988 through 1992 and 
   President of the Company and the Bank since 1992.

   Bruce P. Steinberger, age 51, was elected Executive Vice President of 
   the Bank in January of 1996.  Mr. Steinberger was previously Executive 
   Vice President of Intercontinental Bank from 1987-1995.

   Barbara E. Reed, age 41, was elected Senior Vice President and Chief 
   Financial Officer of the Company and the Bank in June of 1995.  Ms. 
   Reed previously served the Bank as Vice President and Controller and 
   as Auditor.  Ms. Reed is a Certified Public Accountant and prior to 
   1991, was employed by Coopers & Lybrand LLP.

Summary Compensation Table

   The following table sets forth as of December 31, 2004, all compensation 
paid during the Company's latest fiscal year to the Company's Chief 
Executive Officer and to those executive officers of the Company whose 
total annual compensation exceeded $100,000 in any of the last three 
completed fiscal years.

                                                    Long-Term 
                                                   Compensation
                                                   ____________ 

                                                    Number of 
                                Annual Compensation Securities
                                ___________________ Underlying
Name and Principal                                    Options      All Other
Position (1)               Year   Salary   Bonus    Granted (2) Compensation (3)
__________________         ____   ______   _____    __________  _______________

Joseph W. Armaly           2004  $360,000 $180,000    3,500         $ 7,556
Chairman and Chief         2003  $340,000 $180,000    6,250         $ 6,621
Executive Officer of the   2002  $340,000 $150,000    7,812         $ 7,271
Company and the Bank

Jack J. Partagas           2004  $275,000 $120,000    3,500         $ 5,962
President and Chief        2003  $255,000 $120,000    6,250         $ 5,029
Operating Officer of the   2002  $255,000 $100,000    7,812         $ 4,940
Company and the Bank

Bruce P. Steinberger       2004  $220,000 $ 75,000    2,500         $12,800
Executive Vice President   2003  $200,000 $ 75,000    3,125         $11,217
of the Bank                2002  $200,000 $ 60,000    4,688         $10,300 

Barbara E. Reed            2004  $150,000 $ 40,000    2,500         $ 6,616
Senior Vice President      2003  $130,000 $ 40,000    3,125         $ 6,096 
and Chief Financial        2002  $130,000 $ 30,000    3,125         $ 5,578 
Officer of the Company
and the Bank

_______________________________

(1) All compensation or remuneration paid to employees is paid by the Bank.  
    At the present time, there are no separate employees of the Company and 
    there is no compensation paid by the Company.


                                     5


(2) Gives effect to the dilutive adjustments which were made with respect 
    to such options as a result of five-for-four stock splits declared by 
    the Company in December, 2002 and December, 2003.

(3) The Bank has adopted a plan pursuant to the provisions of Section 401(k) 
    of the Internal Revenue Code in which after one year of employment, all 
    employees of the Bank are eligible to participate.  The Bank, in its 
    discretion, may match any amounts deferred by employees.  The amount 
    of contribution made by the Bank with respect to all employees was 
    approximately $220,000 in 2004, $188,000 in 2003 and $167,000 in 2002.  



Table of Option Grants in the Last Fiscal Year


                                % of Total                         
                                 Options                           Potential  
                                 Granted                          Realizable
                      Number of    to                           Value at Assumed
                     Securities Employees Exercise              Annual Rates of
                     Underlying   in         or                    Stock Price
                      Options    Fiscal     Base   Expiration   Appreciation for
Name                  Granted(1)  Year     Price    Date (2)      Option Term
____________________ _________   _____   ________ ____________ _________________

                                                                   5%      10%
                                                               ________ ________
   
Joseph W. Armaly      3,500       11.0%    $24.52 June 2, 2014 $ 53,972 $136,775
Jack J. Partagas      3,500       11.0%    $24.52 June 2, 2014 $ 53,972 $136,775
Bruce P. Steinberger  2,500        8.0%    $24.52 June 2, 2014 $ 38,551 $ 97,696
Barbara E. Reed       2,500        8.0%    $24.52 June 2, 2014 $ 38,551 $ 97,696

_______________________________

(1) The Company's form of option agreement provides for early termination in 
    the event the option holder's employment is terminated, the option holder 
    dies, or the option holder becomes permanently or totally disabled.  The 
    options may not be exercised until at least one year from the date of 
    grant, which was June 1, 2004.


Fiscal Year-end Option Values

                                            Number of
                                           Securities
                                           Underlying       Value of
                                          Unexercised  Unexercised In-the-
                                           Options at    Money Options at
                                            Year End       Year End ($)
                       Shares     
                    Acquired on   Value  Exercisable and  Exercisable and
Name                  Exercise  Realized Unexercisable(1) Unexercisable
____________________  ________ _________  ____________    ___________

Joseph W. Armaly       1,700   $  52,292  67,184/3,500    $ 1,746,147
Jack J. Partagas           -   $       -  80,279/3,500    $ 2,150,255
Bruce P. Steinberger   8,798   $ 140,240  28,493/2,500    $   680,743
Barbara E. Reed        3,000   $  57,449  32,122/2,500    $   845,838
__________________

(1) The number of shares underlying the stock options described in this table 
    gives effect to the dilutive adjustments which were made with respect to 
    such options as a result of the 5% stock dividends which were declared by 
    the Company in each of December 1996, December, 1997, December, 1998, and 
    December, 1999 and five-for-four stock splits declared December, 2002 and 
    December, 2003.


                                     6


Equity Compensation Plan Information

   The following table sets forth information regarding our compensation plans 
(including individual compensation arrangements) under which shares of our 
Common Stock are authorized for issuance as of December 31, 2004:


                                                                  Number of 
                                                                  Securities 
                                                                   Remaining 
                                                                   Available 
                                                                  for Future 
                                                                   Issuance
                                 Number of                       Under Equity
                               Securities to                     Compensation
                                 be Issued                          Plans
                                   Upon       Weighted Average    [Excluding
                                Exercise of   Exercise Price of   Securities
                                Outstanding      Outstanding     Reflected in
        Plan Category           Options (a)        Options        Column (a)]
_____________________________   __________         _______       ____________
Equity compensation plans
approved by security holders:

1994 Performance Plan and
1994 Outside Director Plan      609,319 (1)         $11.43             __ 
 
2004 Employee Plan and
2004 Outside Director Plan       43,500 (2)          24.52          256,500 

Equity compensation
plans not approved
by security holders                 __                 __              __ 
                                _______             ______          _______

                                652,819             $12.30          256,500
__________________

(1) Represents options to purchase 329,970 shares of Common Stock which have 
    previously been granted and which remain outstanding under our 1994 
    Performance Stock Option Plan and options to purchase 279,349 shares 
    of Common Stock which have previously been granted and which remain 
    outstanding under our 1994 Outside Director Stock Option Plan.  The 
    1994 Performance Stock Option Plan and the 1994 Outside Director Stock 
    Option Plan expired in the first quarter of 2004.  Therefore, there are 
    no securities reserved for future issuance under these plans.  

(2) Represents options to purchase 31,000 shares of Common Stock which have 
    previously been granted and which remain outstanding under our 2004 
    Employee Stock Option Plan and options to purchase 12,500 shares of 
    Common Stock which have previously been granted and which remain 
    outstanding under our 2004 Outside Director Stock Option Plan.  The 
    2004 Employee Stock Option Plan initially had 250,000 and 50,000, 
    respectively, shares of Common Stock reserved for issuance.


Employment Agreements

   The Company and the Bank have entered into employment agreements with 
Messrs. Armaly and Partagas.  The Bank has entered into employment agreements 
with Mr. Steinberger and Ms. Reed.  These agreements, which are summarized 
below, are intended to assure the Company and the Bank of the continued 
services of its key officers.

   With respect to Messrs. Armaly and Partagas, the agreements entered into 
as of March 18, 1994 provide that each officer shall be employed by the 
Company and the Bank in his current position for a period of three (3) 
years.  On March 31, 1995 the term was extended automatically for one 
additional year and on each subsequent March 31 the term is automatically 
extended for one additional year such that after each March 31 extension 
the term of the agreement is a full three years.  Compensation and benefits 
are to be determined by the Board of Directors of the Company, provided 
that the officer's participation in employee benefit plans and arrangements 
shall provide benefits at least equal to those provided to all other 
employees of the Company.  In the event that the officer's employment is 
terminated (except for death, disability, or cause) or if the officer 
terminates his employment because of a reduction in position, 
responsibility, salary, or for any other good reason, as defined in the 
agreement, and including a change in control of the Company, the officer 
is entitled to severance benefits equal to three year's salary and cash 
incentive compensation plus the option to continue to receive fringe 
benefits for an additional three years or an additional sixty (60%) 
percent of annual salary and cash incentive compensation in lieu of fringe 
benefits.  In the event the officer terminates his employment other than 
for good reason, as defined in the agreement, the officer is entitled to 
severance benefits equal to one year's salary and cash incentive 
compensation, plus an additional twenty (20%) percent in lieu of fringe 
benefits.  Such severance benefits will be based upon the executive's 
then current salary and the aggregate cash incentive compensation last 
paid to or earned by the officer in the immediately preceding twelve 
months prior to termination.  In the event that any of such payments 
constitute "parachute payments" under Section 280G of the Internal Revenue 
Code and therefore are subject to the excise tax on "excess parachute 
payments" under Section 4999 of the Internal Revenue Code, the agreements 
provide that the Company will pay an additional cash amount, as determined 


                                    7


by a formula set forth in the agreements, sufficient to pay both the 
excise tax and any additional amounts which become due as the result of 
the payment of the excise tax, to put the officer in the same position as 
though no excise tax had been imposed.

   With respect to Mr. Steinberger, the agreement entered into as of 
December 18, 1999 provides that he shall be employed by the Bank in his 
current position for a period of one year.  On December 18, 1999 the term 
was extended automatically for one additional year and on each subsequent 
December 18 the term is automatically extended for one additional year.  
Compensation and benefits are to be determined by the Board of Directors 
of the Bank, provided that the officer's participation in employee benefit 
plans and arrangements shall provide benefits at least equal to those 
provided to all other employees of the Bank.  In the event that the officer's 
employment is terminated (except for death, disability, or cause) or if the 
officer terminates his employment because of a reduction in position, 
responsibility, salary, or for any other good reason, as defined in the 
agreement, Mr. Steinberger is entitled to severance benefits equal to his 
base salary and cash incentive compensation through and including the 
scheduled termination date of this agreement, as extended.  If the 
agreement is terminated by Mr. Steinberger pursuant to a change in control 
of the Company, Mr. Steinberger is entitled to severance benefits equal to 
two year's salary and cash incentive compensation plus the option to 
continue to receive fringe benefits for an additional two years or an 
additional forty (40%) percent of annual salary and cash incentive 
compensation in lieu of fringe benefits.  In the event that Mr. Steinberger 
terminates his employment other than for good reason, as defined in the 
agreement, the officer is entitled to severance benefits equal to his base 
salary and cash incentive compensation through and including the date of 
termination.  Such severance benefits will be based upon Mr. Steinberger's 
then current salary and the aggregate cash incentive compensation last 
paid to or earned by the officer in the immediately preceding twelve 
months prior to termination.  In the event that any of such payments 
constitute "parachute payments" under Section 280G of the Internal Revenue 
Code and therefore are subject to the excise tax on "excess parachute 
payments" under Section 4999 of the Internal Revenue Code, the agreements 
provide that the Bank will pay an additional cash amount, as determined 
by a formula set forth in the agreements, sufficient to pay both the 
excise tax and any additional amounts which become due as the result of 
the payment of the excise tax, to put the officer in the same position as 
though no excise tax had been imposed.

   With respect to Ms. Reed, the agreement entered into as of February 5, 
1997 provides that she shall be employed by the Bank in her current 
position for a period of one year.  On December 14, 1997 the term was 
extended automatically for one additional year and on each subsequent 
December 14 the term is automatically extended for one additional year.  
Compensation and benefits are to be determined by the Board of Directors 
of the Bank, provided that the officer's participation in employee benefit 
plans and arrangements shall provide benefits at least equal to those 
provided to all other employees of the Bank.  In the event that the officer's 
employment is terminated (except for death, disability, or cause) or if 
the officer terminates her employment because of a reduction in position, 
responsibility, salary, or for any other good reason, as defined in the 
agreement, Ms. Reed is entitled to severance benefits equal to her base 
salary and cash incentive compensation through and including the scheduled 
termination date of this agreement, as extended.  If the agreement is 
terminated by Ms. Reed pursuant to a change in control of the Company, 
Ms. Reed is entitled to severance benefits equal to twelve times her then 
current monthly salary. In the event that Ms. Reed terminates her 
employment other than for good reason, as defined in the agreement, the 
officer is entitled to severance benefits equal to her base salary and 
cash incentive compensation through and including the date of termination. 
Such severance benefits will be based upon Ms. Reed's then current salary 
and the aggregate cash incentive compensation last paid to or earned by 
the officer in the immediately preceding twelve months prior to termination.


Board Compensation Committee Report on Executive Compensation

1. Performance and Policies. 

   The Compensation Committee of the Board of Directors of the Company 
oversees and administers the Company's executive compensation programs.  
All members of the Compensation Committee are outside directors who are 
not eligible to participate in any of the compensation programs that the 
Committee oversees.  The Compensation Committee recommends and the Board 
of Directors determines, based on such recommendations, compensation for 
the Chairman.  Compensation levels for the other executive officers of 
the Company are determined by the Compensation Committee, based on the 
recommendations of the Chairman.

   The Company's executive compensation program is designed to attract, 
retain, motivate and appropriately reward individuals who are responsible 
for the Company's short- and long-term profitability, growth and return 
to shareholders.  It is also designed to align the interests of high level 
employees with those of the shareholders.  Compensation for Company 


                                    8


executive officers consists of base compensation, annual cash incentive 
awards and long-term incentive awards in the form of stock options.  
Executive officers also participate in a savings incentive plan and a 
medical plan available to employees generally.

   The determination of base compensation increases, annual cash incentive 
awards and long-term incentive awards is based upon the performance of the 
Company, the contribution of each individual to that performance and 
consideration for economic conditions and events which may impact the 
future performance of the Company.  Individual contribution is assessed 
based upon factors such as level of responsibility, job complexity and 
the importance of the position in the structure of the Company and the 
Bank.  Individual contribution is also judged more subjectively based upon 
the Compensation Committee's overall evaluation of the officer's 
professionalism and professional growth, judgment, business acumen and 
ability and effort.  The Compensation Committee also compares, on a random 
and subjective basis, the salaries of the executive officers with the 
salaries of executive officers of other bank holding companies of 
comparable size.  Finally the Compensation Committee considers whether 
compensation increases are fair and equitable based upon individual 
performance and a comparison with peers.  Although the components of 
compensation (base compensation, annual cash incentive awards, and long-
term incentive awards) are reviewed separately, compensation decisions 
are made based on a review of total compensation.

(a) Base Compensation.  Pay levels for each executive are set annually at 
    the beginning of the fiscal year and are based primarily on the 
    performance of the Company during the prior fiscal year.  The 
    Compensation Committee considers factors such as earnings per share, 
    pre-tax earnings, net profits and return on equity.  Secondarily, the 
    Compensation Committee considers individual performance in light of 
    each executive's job responsibilities.  In determining the base 
    salaries for 2004, the Compensation Committee took into account the 
    Company's performance during 2003. Specifically, net income increased 
    13% during 2003, return on average assets and equity were 1.37% and 
    16.62%, respectively, credit performance remained strong; diluted 
    earnings per common share increased from $1.53 in 2002 to $1.69 in 
    2003; loan growth was 18% in 2003; average total deposits increased 
    21% and cash dividends declared during 2003 increased 16% over 2002.

(b) Annual Cash Incentive Awards.  Annual cash incentive awards to the 
    Company's executive officers are granted at the discretion of the 
    Compensation Committee and are determined at the end of the fiscal 
    year.  The determination of the amount of such awards is made by the 
    Compensation Committee based upon the performance of the Company and 
    on a subjective basis as indicated above.  For purposes of determining 
    the level of the annual cash incentive awards to be paid to senior 
    executives for 2004, it was the Compensation Committee's view that 
    the Company's 2004 results represented a strong performance. The 
    Compensation Committee noted the following factors in support of its 
    findings: net income increased 10% during 2004; return on average 
    assets and equity were 1.35% and 16.12%; credit performance remained 
    excellent; diluted earnings per common share increased from $1.69 in 
    2003 to $1.82 in 2004; the senior executive officers were successful 
    in implementing the growth strategy of the Bank, as average loans 
    increased by 11% from 2003 to 2004; average total deposits increased 
    12% from 2003 to 2004; and cash dividends declared during 2004 
    increased 6% over 2003.

(c) Stock Option Awards.  The Compensation Committee also uses stock 
    options to reward management and to link them to the long-term results 
    and stockholder interests of the Company.  Option grants are usually 
    determined in the spring of each fiscal year.  The levels of option 
    grants are determined at the discretion of the Compensation Committee 
    on a subjective basis.  Previous grants of stock options are reviewed 
    but are not considered the most important factor in determining the 
    size of any executive's stock option award in a particular year.  In 
    determining the levels of option grants for 2004, the Compensation 
    Committee considered the performance of the Company for fiscal year 
    2003, the performance of the Company for the beginning of 2004, and 
    efforts and initiatives by the executive officers to implement and 
    support the strategic objectives of the Bank.

2. CEO Compensation.

   Joseph Armaly is eligible to participate in the same executive 
compensation program available to the other executive officers within the 
Company.  His 2004 base salary was set at $360,000, as compared to $340,000 
in 2003.  Mr. Armaly's base salary was based primarily on the Company's 
performance during 2003; specifically, net income increased 13% during 
2003; return on average assets and equity were 1.37% and 16.62% 
respectively; credit performance remained strong; diluted earnings per 
common share increased from $1.53 in 2002 to $1.69 in 2003; loan growth 
was 18% in 2003; average total deposits increased 21%; and cash dividends 
declared during 2003 increased 16% over 2002.    

   The stock option grants made to Mr. Armaly in 2004 were based on the 
analysis discussed above for fiscal year 2003, together with performance 
of the Company for the first half of 2004.  In June 2004, Mr. Armaly was 
awarded ten-year options covering 3,500 shares.  The terms and conditions 
of this grant were consistent with the grants to all other executive 
officers. 


                                     9


   In December, 2004, Mr. Armaly received an annual cash incentive award
of $180,000.  This annual cash incentive award was based upon the Company's 
performance during the 2004 fiscal year and the individual performance of the 
executive.  In determining this award, the Compensation Committee considered 
the increase in the Company's earnings during 2004.  Specifically, the 
Compensation Committee considered the following factors: net income 
increased 10% during 2004; return on average assets and equity were 1.35% 
and 16.12%; diluted earnings per common share increased from $1.69 in 2003 
to $1.82 in 2004; the Bank was successful in implementing its growth 
strategy, as average loans increased by 11% from 2003 to 2004; average 
total deposits increased 12% from 2003 to 2004; and cash dividends 
declared during 2004 increased 6% over 2003.

   COMPENSATION COMMITTEE
   Cromwell A. Anderson, Chairman
   Sherman Simon
   Martin Yelen


                                     10



Stock Performance Graph

   The following table compares cumulative five-year shareholder returns 
(including reinvestment of dividends) on an indexed basis with the Center 
for Research in Security Prices ("CRSP") Index for the NASDAQ Stock Market 
(U.S. Companies) and the CRSP Index for NASDAQ Bank Stocks (SIC codes 602 
and 671).  These indices are included for comparative purposes only, and 
do not necessarily reflect management's opinion that such indices are an 
appropriate measure of the relative performance of the stock involved and 
are not intended to forecast or be indicative of possible future 
performance of the Common Stock.  The graph assumes that the value of an 
investment in the Common Stock and in each index was $100 on December 31, 
1999, and that all dividends were reinvested.


              Comparison of Five-Year Cumulative Return
              Commercial Bankshares, Inc., Common Stock

                                                December 31,
                                 _________________________________________ 

                                  2004   2003   2002   2001   2000   1999 
                                  ____   ____   ____   ____   ____   ____ 

Commercial Bankshares, Inc.        343    234    188    126     86    100
NASDAQ Stock Market Bank Stocks    186    163    127    124    114    100
NASDAQ Stock Market Index           54     49     33     48     60    100 
(US Companies)  



Stock Option Plan Benefits 

The table below indicates options granted and outstanding under the 1994 and 
2004 Outside Director Stock Option Plans, the 1994 Performance Stock Option 
Plan and the 2004 Employee Stock Option Plan as of December 31, 2004: 


                                                 Number of
                                              Options Granted 
Name and Position                             and Outstanding
_________________                             _______________ 

Executive officer group                            220,078 
Non-executive director group                       291,849
Non-executive officer employee group               140,892
                                                   _______ 

   Total options granted                           652,819
                                                   =======


                                    11
 

Executive Officers
__________________ 

Joseph W. Armaly                                    70,684
  Chairman and CEO
Jack J. Partagas                                    83,779
  President and COO
Bruce P. Steinberger                                30,993 
  Executive Vice President
Barbara E. Reed                                     34,622
  Senior Vice President and CFO


Nominees for Director
_____________________ 

Joseph W. Armaly                                    70,684
Jack J. Partagas                                    83,779
Cromwell A. Anderson                                69,718
Robert Namoff                                       62,119
Sherman Simon                                       69,718
Michael W. Sontag                                   24,376
Martin Yelen                                        65,918


Compensation Committee Interlocks and Insider Participation

   No member of the Compensation Committee was an officer or employee of the 
Company or of any of its subsidiaries during the prior year or was formerly 
an officer of the Company or any of its subsidiaries.  During the last 
fiscal year, none of the executive officers of the Company have served on 
the Board of Directors or Compensation Committee of any other entity, any 
of whose officers served either on the Board of the Company or on the 
Compensation Committee of the Company.


                                     12


                       STOCK OWNERSHIP INFORMATION

Security Ownership of Certain Beneficial Owners and Management

   The following table sets forth certain information regarding the 
beneficial ownership of the Company's outstanding Common Stock as of March 
1, 2005, by (i) one person known to the Company to be the beneficial owner 
of more than 5% of the Company's Common Stock, (ii) each director and 
executive officer of the Company and (iii) the directors and the executive 
officers of the Company as a group.  Except as otherwise indicated, the 
persons named in the table have sole voting and investment power with 
respect to all shares of Common Stock owned by them.

                                        Current Beneficial Ownership
                                        ____________________________ 

                                           Number of     Percent of
Name and Address of Beneficial Owner     Shares(1)(11)     Class* 
____________________________________     _____________     ______
(a) Certain beneficial owners:
John Hancock Advisors, LLC (2)              383,710         5.96%
  101 Huntington Avenue
  Boston, MA 02199

(b) Directors: 
Cromwell A. Anderson                        224,707  (3)    3.49%  
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Joseph W. Armaly                            302,768  (4)    4.70%
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Robert Namoff                               189,899  (3)    2.95%
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Jack J. Partagas                             97,499  (5)    1.51%
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Sherman Simon                               246,488  (6)    3.83%  
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Michael W. Sontag                            69,097  (7)    1.07%
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Martin Yelen                                111,487  (8)    1.73% 
   1550 S.W. 57th Avenue
   Miami, Florida  33144

(c) Executive officers listed in Summary 
Compensation table who are not Directors:
Barbara E. Reed                              42,963  (9)      **
   1550 S.W. 57th Avenue
   Miami, Florida  33144
Bruce P. Steinberger                         53,324  (10)     **
   1550 S.W. 57th Avenue
   Miami, Florida  33144
All directors and the executive officers  1,338,232        20.79%
as a group (9 persons)
________________________________

*    Percentages of shares beneficially owned are based upon 5,955,460 
     shares of Common Stock outstanding as of March 1, 2005 plus, for each 
     person named above, any shares of Common Stock that may be acquired by 
     such person within 60 days of such date upon exercise of outstanding 
     options or other rights.  Options granted under the Outside Director 
     Plan vest immediately.
**   Less than 1%.
(1)  In accordance with Rule 13d-3 promulgated pursuant to the Securities 
     Exchange Act of 1934, a person is deemed to be the beneficial owner 


                                    13


     of a security for purposes of the rule if he or she has or shares 
     voting power or investment power with respect to such security or has 
     the right to acquire such ownership within 60 days.  As used herein, 
     "voting power" is the power to vote or direct the voting of shares, 
     and "investment power" is the power to dispose or direct the 
     disposition of shares, irrespective of any economic interest therein.
(2)  Through their parent-subsidiary relationship to John Hancock Advisors, 
     LLC., John Hancock Life Insurance Company, John Hancock Subsidiaries, 
     LLC., John Hancock Financial Services, Inc. and The Berkeley Financial 
     Group, LLC have indirect Beneficial ownership of these same shares.
(3)  Includes options granted to purchase 62,119 shares of Common Stock. 
(4)  Includes options granted to purchase 67,184 shares of Common Stock.  
     Does not include 45,196 shares held of record by Mr. Armaly's wife.  
     Mr. Armaly disclaims beneficial ownership of all such shares.  
     Inclusion of such shares would result in Mr. Armaly owning 347,964 
     shares or 5.41% and all directors and executive officers owning as a 
     group 1,383,428 shares or 21.49% of the total issued and outstanding 
     shares of Common Stock.
(5)  Includes options granted to purchase 68,884 shares of Common Stock. 
(6)  Includes options granted to purchase 69,718 shares of Common Stock. 
(7)  Includes options granted to purchase 24,376 shares of Common Stock. 
(8)  Includes options granted to purchase 65,918 shares of Common Stock. 
(9)  Includes options granted to purchase 32,122 shares of Common Stock. 
(10) Includes options granted to purchase 28,493 shares of Common Stock. 
(11) The number of shares underlying the stock options described in this 
     table and the foregoing footnotes, and the exercise prices for such 
     shares, give effect to the dilutive adjustments, which were made with 
     respect to such options as a result of the 5% stock dividends which 
     were declared by the Company in each of December, 1996, December, 
     1997, December, 1998 and December, 1999 and five-for-four stock 
     splits declared in December, 2002 and December, 2003.


Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
officers (as defined in Rule 16a-1(f)), directors, and persons owning more 
than ten percent of a registered class of the Company's equity securities 
to file reports of ownership and changes of ownership with the Securities 
and Exchange Commission ("SEC").  Such persons are required by SEC 
regulations to furnish the Company with all Section 16(a) forms they file.  
Based solely upon a review of the copies of forms furnished to the Company, 
the Company believes that during the 2004 fiscal year, all filing 
requirements applicable to its officers and directors and 10% shareholders 
were met.


                                    14



   SELECTION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

   The Board of Directors has selected PricewaterhouseCoopers LLP, 
Independent Registered Certified Public Accounting Firm, to audit the 
financial statements of the Company and the Bank for the fiscal year 
ending December 31, 2005, and to perform such other services as may be 
required of them.  Representatives of PricewaterhouseCoopers LLP will be 
present at the 2005 Annual Meeting and will have an opportunity to make a 
statement if they desire to do so and to respond to appropriate questions 
raised at the meeting.


Principal Accounting Firm Fees

   The following table presents the aggregate fees billed to the Company by 
PricewaterhouseCoopers, LLP, for the audit of the Company's annual financial 
statements for the fiscal years ended December 31, 2004 and 2003 and other 
services provided during those periods:

                                          December
                                  ________________________

                                     2004          2003
                                     ____          ____ 

Audit Fees (1)                     $337,000      $110,000
Audit-Related Fees (2)               15,000         8,300
Tax Fees (3)                         17,650        12,850
All Other Fees (4)                        -             -
                                   ________      ________ 

Total Fees                         $369,650      $131,150
____________________________

(1) Audit Fees consist of fees billed for services rendered for the annual 
    audit of the Company's consolidated financial statements, the audit of 
    management's assessment of internal control over financial reporting, 
    the review of condensed consolidated financial statements included in 
    the Company's quarterly reports on Form 10-Q and services that are 
    normally provided in connection with statutory and regulatory filings 
    or engagements.

(2) Audit-Related Fees consist of fees billed for assurance and related 
    services that are reasonably related to the performance of the audit 
    or review of the Company's consolidated financial statements that are 
    not reported under the caption "Audit Fees".  The category includes 
    fees related to audit of the Company's retirement plan and consultation 
    related to acquisitions or other business transactions.

(3) Tax Fees consist of fees billed for services rendered for tax 
    compliance, tax advice and tax planning.  

(4) All Other Fees consist of fees billed for products and services other 
    than fees as reported in the above three categories.  These fees 
    principally relate to consulting services in connection with the 
    Company's retirement plan.


Pre-approval of Services Provided by the Independent Auditor

   The Audit Committee has adopted a policy to pre-approve all audit and 
permissible non-audit services provided by the independent auditor.  The 
Audit Committee will consider annually and, if appropriate, approve the 
scope of the audit services to be performed during the fiscal year as 
outlined in an engagement letter proposed by the independent auditor.  For 
permissible non-audit services, the Company will submit to the Audit 
Committee, at least annually, a list of services and a corresponding budget 
estimate that it recommends the Audit Committee engage the independent 
auditor to provide.  To facilitate the prompt handling of certain 
unexpected matters, the Audit Committee delegates to its Chairman the 
authority to approve in advance all audit and non-audit services below 
$2,000 to be provided by the independent auditor if presented to the full 
Audit Committee at the next regularly scheduled meeting.  The Company will 
routinely inform the Audit Committee as to the extent of services provided 
by the independent auditor in accordance with this pre-approval policy and 
the fees incurred for the services performed to date.


                                    15



             CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The Bank has had and expects to have in the future various loan and 
other banking transactions in the ordinary course of business with 
directors, executive officers, and principal shareholders of the Bank and 
the Company (or associates of such persons).  In the opinion of management, 
all such transactions: (i) have been and will be made in the ordinary 
course of business; (ii) have been and will be made on substantially the 
same terms, including interest rates and collateral on loans, as those 
generally prevailing at the time for comparable transactions with 
unrelated persons; and (iii) do not involve more than the normal risk 
of collectibility or present other unfavorable features.  The total 
amount of extensions of credit to directors, executive officers, those 
stockholders named in the table in "Security Ownership of Certain 
Beneficial Owners and Management" (set forth above), and any of their 
associates was $3.8 million as of February 28, 2005, which represented 
approximately 5.0% of total shareholders equity.


          SHAREHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

   Any shareholder of the Company who wishes to communicate with the Board 
of Directors, a committee of the Board, the non-management Directors as a 
group or any member of the Board, may send correspondence to the Chief 
Financial Officer at Commercial Bankshares, Inc., 1550 S.W. 57th Avenue, 
Miami, Florida 33144.  The Chief Financial Officer will forward such 
communication to the Board of Directors or as appropriate to the particular 
committee Chairman, unless the communication is a personal or similar 
grievance, a shareholder proposal or related communication, an abusive or 
inappropriate communication or a communication not related to the duties 
or responsibilities of the Board of Directors, in which case the Chief 
Financial Officer has the authority to disregard the communication.  All 
such communications will be kept confidential to the extent possible.  
The Chief Financial Officer will maintain a log of, and copies of, all 
communications for inspection and review by any Board member, and will 
regularly review all such communications with the Board Chairman.


                              OTHER BUSINESS

   The Board of Directors does not know of any other business to be 
presented at the meeting and does not intend to bring before the meeting 
any matter other than the proposals described herein.  However, if any 
other business should come before the meeting or any adjournments thereof, 
the persons named in the accompanying proxy will have discretionary 
authority to vote all proxies.


                          SHAREHOLDER PROPOSALS

   Proposals on matters appropriate for shareholder consideration 
consistent with the regulations of the Securities and Exchange Commission 
submitted by shareholders for inclusion in the proxy statement and form of 
proxy for the 2006 Annual Meeting of Shareholders must be received at the 
Company's principal executive offices on or before November 21, 2005.  
Such shareholder proposals may be mailed to Barbara E. Reed, Senior Vice 
President and Chief Financial Officer, Commercial Bankshares, Inc., 1550 
S.W. 57th Avenue, Miami, Florida 33144.

   A copy of the Company's Annual Report to Shareholders for the fiscal 
year ended December 31, 2004 is being provided to each shareholder 
simultaneously with delivery of this proxy statement.  Additional copies 
of the Annual Report to Shareholders or copies of the Company's Annual 
Report on Form 10-K, filed with the Securities and Exchange Commission, 
may be obtained by writing Barbara E. Reed, Commercial Bankshares, Inc., 
1550 S.W. 57th Avenue, Miami, Florida 33144.  Copies of such reports are 
also available electronically at the SEC's internet website www.sec.gov, 
or via the Company's website at www.commercialbankfl.com.


                                 16






                               PROXY
                     COMMERCIAL BANKSHARES, INC.
            1550 S.W. 57th Avenue, Miami, Florida  33144

      This Proxy is solicited on behalf of the Board of Directors

   The undersigned hereby appoints JOSEPH W. ARMALY and JACK J. PARTAGAS, 
or any of them, with power of substitution, as proxies of the undersigned 
(the "Proxy"), with power to appoint his substitute, and hereby authorizes 
him to represent and to vote, as specified below, all of the shares of 
common stock of the undersigned held of record by the undersigned on March 
8, 2005, at the Annual Meeting of Shareholders of Commercial Bankshares, 
Inc. (the "Company") on April 21, 2005, and at all adjournments thereof 
(the "Annual Meeting"), on the matters set forth below AND TO VOTE IN HIS 
DISCRETION FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE 
THE ANNUAL MEETING.

   WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE 
MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS INDICATED, THIS 
PROXY WILL BE VOTED "FOR" THE PROPOSALS SET FORTH ON THIS PROXY CARD.  A 
VOTE TO ABSTAIN WILL NOT BE COUNTED TOWARDS THE REQUISITE AFFIRMATIVE VOTE 
TO APPROVE SUCH PROPOSALS.

   PLEASE COMPLETE, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE, AND MAIL 
IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.

________________________________________________________________________

Address Change/Comments (Mark the corresponding box on the reverse side)
________________________________________________________________________

 ______________________________________________________________________
 ______________________________________________________________________
 ______________________________________________________________________
 ______________________________________________________________________

                                                 ___ 
Please Mark Here for Address Change or Comments |___|
SEE REVERSE SIDE


1. Election of Directors:  
NOMINEES:   01  Joseph W. Armaly
            02  Jack J. Partagas
            03  Cromwell A. Anderson
            04  Robert Namoff
            05  Sherman Simon
            06  Michael W. Sontag
            07  Martin Yelen

                                                                ___ 
FOR ALL Nominees listed (except as indicated to the contrary)  |___|

                                                    ___
WITHHOLD AUTHORITY to vote for all nominees listed |___|


Instructions:  (To withhold authority to vote for any nominee,
write the name of the nominee below.)

 ____________________________________________________________________ 


2. Other Business:  In his discretion, the Proxy is authorized to vote on 
   such other business as may properly come before the Annual Meeting or 
   any adjournment or postponement thereof. 
             ___              ___               ___
   FOR      |___|   AGAINST  |___|    ABSTAIN  |___|


                                       ___
I PLAN TO ATTEND THE ANNUAL MEETING   |___|

The undersigned acknowledges receipt of the accompanying Notice of Annual 
Meeting of Shareholders to be held on April 21, 2005.

Dated:  ________________________________, 2005


______________________________________________	
Signature
	

______________________________________________
Signature


______________________________________________	
Name (please print)
	

______________________________________________
Company/Title


Your signature should appear exactly as your name appears in the space 
above.  For joint accounts, both should sign.  When signing in a fiduciary 
or representative capacity, please give your full title as such.  If a 
corporation or partnership, sign in full corporate or partnership name by 
authorized officer or partner.