Exhibit 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF

                             COMMERCE BANCORP, INC.

TO:      The Secretary of State
         State of New Jersey

         Commerce Bancorp,  Inc., a corporation of the State of New Jersey since
December 9, 1982,  hereby restates its Certificate of Incorporation  pursuant to
the provisions of Title 14A, Corporations,  General, of the New Jersey Statutes,
Chapter 9, Section 5.

     FIRST: The name of the corporation is Commerce Bancorp, Inc.

     SECOND: The address of the corporation's current registered office is
          Commerce Plaza, 336 Route 70, Marlton, New Jersey 08053, and the name
          of the corporation's current registered agent as such address is C.
          Edward Jordan, Jr.

     THIRD: The purpose or purposes for which the corporation is organized are:

           To engage in and do any lawful act concerning any or all lawful
           business for which corporations may be incorporated under the New
           Jersey Business Corporation Act.

     FOURTH: The term for which the corporation is to exist is perpetual.

     FIFTH: The aggregate number of shares which the corporation shall have
          authority to issue shall be 5,000,000 shares of which 2,500,000 shares
          shall be common stock with a par value of $1.5625 per share and of
          which 2,500,000 shares shall be preferred stock without par value. The
          shares of preferred stock may be divided into and issued from time to
          time in one or more series as may be designated by the board of
          directors of the corporation, each such series to be distinctly titled
          and to consist of the number of shares designated by the board of
          directors. All shares of any one series of preferred stock as
          designated by the board of directors shall be alike in every
          particular, except that shares of any one series issued at different
          times may differ as to the dates from which dividends thereon (if any)
          shall accrue or be cumulative (or both). The designations,
          preferences, qualifications, limitations, restrictions and special or
          relative rights (if any) of any series of preferred stock may differ
          from those of any and all other series at any time outstanding. The
          board of directors of the corporation is hereby expressly vested with
          authority upon issuance of preferred stock authorized hereby which is
          convertible into any class or series of shares of the corporation to
          increase the authorized shares of any class or series to such number
          as will not be more than sufficient, when added to the previously
          authorized but unissued shares of such class or series, to satisfy the
          conversion privileges of the convertible shares issued. The board of
          directors of the corporation is hereby expressly vested with authority
          to fix by resolution the designations, preferences, qualifications,
          limitations, restrictions and



<PAGE>

           special or relative rights (if any) of the preferred stock and each
           series thereof which may be designated by the board of directors,
           including, but without limiting the generality of the foregoing, the
           following:

     (a) The voting rights and powers (if any) of the preferred stock and each
series thereof;

     (b) The rates and times at which, and the terms and conditions on which,
dividends (if any) on preferred stock, and each series thereof, will be paid,
and any dividend preferences or rights of cumulation;

     (c) The rights (if any) of holders of preferred stock, and each such series
thereof, to convert the same into, or exchange the same for, shares of other
classes (or series of classes) of capital stock of the corporation and the terms
and conditions for such conversion or exchange, including, provisions for
adjustment of conversion or exchange prices or rates in such events as the board
of directors shall determine;

     (d) The redemption rights (if any) of the corporation and of the holders of
preferred stock and each series thereof, and the times at which, and the terms
and conditions on which preferred stock and each series thereof may be redeemed;
and

     (e) The rights and preferences (if any) of the holders of preferred stock
and each series thereof, upon the voluntary or involuntary dissolution,
liquidation or winding up of the corporation.

     SIXTH: The number of Directors constituting the current board of directors
is eight and the names and addresses of the directors are:

         Name                                 Business Address
         ----                                 -----------------
         Robert C. Beck                       Beck & D'Elia
                                              10 Grove Street
                                              Cherry Hill, New Jersey  08034

         Vernon W. Hill, II                   Site Development, Inc.
                                              386 Route 70
                                              Marlton, New Jersey  08053

         C. Edward Jordan, Jr.                Commerce Bank, N.A.
                                              336 Route 70
                                              Marlton, New Jersey  08053

                                      -2-
<PAGE>


         Morton N. Kerr                       Markeim-Chalmers, Inc.
                                              540 Cooper Street
                                              Camden, New Jersey 08102

         Irwin L. Levy                        Larwin Construction Company, Inc.
                                              3 Larwin Road
                                              Cherry Hill, New Jersey  08034

         Daniel J. Ragone                     Daniel J. Ragone & Company
                                              566 Haddon Avenue
                                              Collingswood, New Jersey 08108

         Joseph T. Tarquini, Jr.              The Tarquini Organization
                                              1812 Federal Street
                                              Camden, New Jersey  08105

         Clarence K. Wheeler                  Wheeler Restaurants, Inc.
                                              386 Route 70
                                              Marlton, New Jersey  08053



       SEVENTH:  Except as otherwise expressly provided in this Article Seventh:

     (i) any merger or consolidation of the corporation with or into any other
corporation; or

     (ii) any sale, lease, exchange or other disposition of all or substantially
all of the assets of the corporation to or with any other corporation, person or
other entity, shall require the affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of capital stock of the
corporation issued and outstanding and entitled to vote.

         The  provisions  of  this  Article  Seventh  shall  not  apply  to  any
transaction  described  in clauses (i) or (ii) of this  Article,  which has been
approved by resolution  adopted by the Board of Directors of the  corporation at
any time prior to the consummation thereof.

         This  Article  Seventh  may not be amended or  rescinded  except by the
affirmative  vote  of the  holders  of at  least  eighty  percent  (80%)  of the
outstanding  shares of capital stock of the  corporation  issued and outstanding
and entitled to vote, at any regular or special  meeting of the  stockholders if
notice of the proposed alteration or amendment be contained in the notice of the
meeting.

         EIGHTH:   On  all  matters   submitted  to  a  vote  at  a  meeting  of
shareholders,  including the election of  directors,  each share of common stock
shall be entitled to one vote on each matter submitted.

                                      -3-

<PAGE>


         IN WITNESS WHEREOF, Commerce Bancorp, Inc. has caused these presents to
be executed by its Executive Vice President on this 1st day of October, 1984.



                                             COMMERCE BANCORP, INC.





                                             By: /s/ C. Edward Jordan, Jr.
                                                 ----------------------------

                                                      C. Edward Jordan, Jr.

                                                      Executive Vice President

                                      -4-

<PAGE>

                            CERTIFICATE OF AMENDMENT
                 TO THE RESTATED CERTIFICATE OF INCORPORATION OF
                             COMMERCE BANCORP, INC.


         Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
of the New  Jersey  Statutes,  as  amended,  relating  to the  amendment  of the
certificate of  incorporation,  Commerce  Bancorp,  Inc.  executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

         1. The name of the corporation is Commerce Bancorp, Inc.

         2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 5, 1987:

                  RESOLVED,  that the first  sentence  of  Article  FIFTH of the
                  Restated  Certificate  of  Incorporation  is hereby amended to
                  read as follows:

                                    "FIFTH: The aggregate number of shares which
                  the  corporation  shall  have  authority  to  issue  shall  be
                  12,500,000  shares of which 10,000,000  shares shall be common
                  stock  with a par  value of  $1.5625  per  share  and of which
                  2,500,000 shares shall be preferred stock without par value."

         3. 2,175,415 shares of Commerce Bancorp, Inc.'s common stock, par value
$1.5625 per share, ("Common Stock") were entitled to vote on this amendment. The
number of shares of Common Stock that voted for and against this  amendment  and
the number of shares that abstained are as follows:

                           1,427,966                 FOR
                           -------------

                           21,445                    AGAINST
                           -------------

                           1,582                     ABSTAIN
                           -------------

         4. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 5, 1987:

                  RESOLVED,  that the Restated  Certificate of  Incorporation is
                  hereby  amended by adding an Article  NINTH thereto to read as
                  follows:

                                    "NINTH:   An  officer  or  director  of  the
                  corporation  shall not be personally liable to the corporation
                  or to the  stockholders  of the  corporation  for  damages for
                  breach  of  any  duty  owed  to  the  corporation  or  to  the
                  stockholders  of the  corporation,  except  that this  Article
                  NINTH  shall  not  relieve  an  officer  or  director  of  the
                  corporation from personal  liability to the corporation and to
                  the stockholders of the corporation for damages for any breach
                  of duty based upon an act or omission:

                                      -5-

<PAGE>


               (a)  in breach of such officer's or director's duty of loyalty to
                    the corporation or to the stockholders of the corporation,
                    or

               (b)  not in good faith or involving a knowing violation of law,
                    or

               (c)  resulting in the receipt by such officer or director of an
                    improper personal benefit.

                  Any repeal or modification  of the foregoing  Article NINTH by
                  the stockholders of the corporation shall not adversely affect
                  any  right or  protection  of a  director  or  officer  of the
                  corporation   existing   at  the  time  of  such   repeal   or
                  modification."

         5.  2,175,415  shares of Commerce  Bancorp,  Inc.'s  Common  Stock were
entitled to vote on this  amendment.  The number of shares of Common  Stock that
voted for and against this amendment and the number of shares that abstained are
as follows:

                           1,414,387                 FOR
                           ---------

                           25,271                    AGAINST
                           ---------

                           11,335                    ABSTAIN
                           ---------

         IN WITNESS WHEREOF,  Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated  Certificate of  Incorporation  to be signed by its
Executive Vice President this 9th day of June 1987.



                             COMMERCE BANCORP, INC.

                          By: /s/ C. Edward Jordan, Jr.
                              -------------------------
                             C. Edward Jordan, Jr.,
                            Executive Vice President

                                      -6-

<PAGE>


                            CERTIFICATE OF AMENDMENT
                 TO THE RESTATED CERTIFICATE OF INCORPORATION OF
                             COMMERCE BANCORP, INC.


         Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
of the New  Jersey  Statutes,  as  amended,  relating  to the  amendment  of the
certificate of  incorporation,  Commerce  Bancorp,  Inc.  executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

         1. The name of the corporation is Commerce Bancorp, Inc.

         2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 18, 1993:

                           RESOLVED, that the first sentence of Article FIFTH of
                  the Restated Certificate of Incorporation is hereby amended to
                  read as follows:

                                    "FIFTH: The aggregate number of shares which
                  the  corporation  shall  have  authority  to  issue  shall  be
                  25,000,000  shares of which 20,000,000  shares shall be common
                  stock  with a par  value of  $1.5625  per  share  and of which
                  5,000,000 shares shall be preferred stock without par value."



         3. 6,469,779 shares of Commerce Bancorp, Inc.'s Common Stock, par value
$1.5625  per share  ("Common  Stock") and  417,000  shares of Commerce  Bancorp,
Inc.'s Series C ESOP Cumulative  Convertible  Preferred  Stock, no par value per
share ("Series C ESOP Preferred  Stock") were entitled to vote on this amendment
together and not as a separate class.  The aggregate  number of shares of Common
Stock and Series C ESOP Preferred Stock that voted for and against the amendment
and the aggregate number of shares that abstained are as follows:

                           3,252,659                 FOR
                           ---------

                           485,394                   AGAINST
                           ---------

                           24,220                    ABSTAIN
                           ---------

         IN WITNESS WHEREOF,  Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated  Certificate of  Incorporation  to be signed by its
Executive Vice President this 19th day of May, 1993.

                             COMMERCE BANCORP, INC.

                          By: /s/ C. Edward Jordan, Jr.
                              -------------------------
                             C. Edward Jordan, Jr.,
                            Executive Vice President

                                      -7-

<PAGE>


                            CERTIFICATE OF AMENDMENT
                 TO THE RESTATED CERTIFICATE OF INCORPORATION OF
                             COMMERCE BANCORP, INC.


         Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
of the New  Jersey  Statutes,  as  amended,  relating  to the  amendment  of the
certificate of  incorporation,  Commerce  Bancorp,  Inc.  executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

         1. The name of the corporation is Commerce Bancorp, Inc.

         2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on June 17, 1997:

                           RESOLVED, that the first sentence of Article FIFTH of
                  the Restated Certificate of Incorporation is hereby amended to
                  read as follows:

                                    "FIFTH: The aggregate number of shares which
                  the  corporation  shall  have  authority  to  issue  shall  be
                  60,000,000  shares of which 50,000,000  shares shall be common
                  stock  with a par  value of  $1.5625  per  share  and of which
                  10,000,000 shares shall be preferred stock without par value."

         3.  15,684,015  shares of Commerce  Bancorp,  Inc.'s Common Stock,  par
value $1.5625 per share ("Common Stock") and 417,000 shares of Commerce Bancorp,
Inc.'s Series C ESOP Cumulative  Convertible  Preferred  Stock, no par value per
share ("Series C ESOP Preferred  Stock") were entitled to vote on this amendment
together and not as a separate class.  The aggregate  number of shares of Common
Stock  and  Series C ESOP  Preferred  Stock  that  voted  for and  against  this
amendment and the aggregate number of shares that abstained are as follows:

                           8,948,995                 FOR
                           ---------

                           2,685,048                 AGAINST
                           ---------

                           98,970                    ABSTAIN
                           ---------

         IN WITNESS WHEREOF,  Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated  Certificate of  Incorporation  to be signed by its
Executive Vice President this 18th day of June, 1997.

                             COMMERCE BANCORP, INC.

                          By: /s/ C. Edward Jordan, Jr.
                              -------------------------
                             C. Edward Jordan, Jr.,
                            Executive Vice President

                                      -8-

<PAGE>


                            CERTIFICATE OF AMENDMENT
                 TO THE RESTATED CERTIFICATE OF INCORPORATION OF
                             COMMERCE BANCORP, INC.


         Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-2(3)
of the New  Jersey  Statutes,  as  amended,  relating  to the  amendment  of the
certificate of  incorporation,  Commerce  Bancorp,  Inc.  executes the following
Certificate of Amendment to its Restated Certificate of Incorporation:

         1. The name of the corporation is Commerce Bancorp, Inc.

         2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the corporation on May 15, 2001:

                           RESOLVED, that the first sentence of Article FIFTH of
                  the Restated Certificate of Incorporation is hereby amended to
                  read as follows:

                                    "FIFTH: The aggregate number of shares which
                  the  corporation  shall  have  authority  to  issue  shall  be
                  160,000,000 shares of which 150,000,000 shares shall be common
                  stock  with a par  value of  $1.5625  per  share  and of which
                  10,000,000 shares shall be preferred stock without par value."

         3.  32,044,924  shares of Commerce  Bancorp,  Inc.'s Common Stock,  par
value $1.5625 per share ("Common  Stock") were  outstanding and entitled to vote
on this amendment. The aggregate number of shares of Common Stock that voted for
and against the amendment and the aggregate  number of shares that abstained are
as follows:

                           21,537,002                FOR
                           ---------

                           6,842,651                 AGAINST
                           ---------

                           121,374                   ABSTAIN
                           ---------



         IN WITNESS WHEREOF,  Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated  Certificate of  Incorporation  to be signed by its
President this 16th day of May, 2001.

                             COMMERCE BANCORP, INC.

                            By: /s/Vernon W. Hill, II
                                ---------------------
                               Vernon W. Hill, II,
                                    President


                                      -9-

<PAGE>

                            CERTIFICATE OF AMENDMENT
                 TO THE RESTATED CERTIFICATE OF INCORPORATION OF
                             COMMERCE BANCORP, INC.


         Pursuant to the provisions of Section 14A:7-15.1(3), Section 14A:9-2(2)
and Section 14A:9-4(2) of the New Jersey Statutes,  as amended,  relating to the
amendment of the certificate of incorporation,  Commerce Bancorp,  Inc. executes
the  following   Certificate  of  Amendment  to  its  Restated   Certificate  of
Incorporation:

         1. The name of the corporation is Commerce Bancorp, Inc.

         2. The following amendment to the Restated Certificate of Incorporation
was approved by the directors of the corporation on November 20, 2001:

                           RESOLVED, that the first sentence of Article FIFTH of
                  the Restated Certificate of Incorporation is hereby amended to
                  read as follows:

                                    "FIFTH: The aggregate number of shares which
                  the  corporation  shall  have  authority  to  issue  shall  be
                  160,000,000 shares of which 150,000,000 shares shall be common
                  stock  with a par  value  of  $1.00  per  share  and of  which
                  10,000,000 shares shall be preferred stock without par value."

         3. That the  amendment to the  certificate  of  incorporation  will not
adversely affect the rights or preferences of the holders of outstanding  shares
of any  class or series  and will not  result in the  percentage  of  authorized
shares that remains  unissued after the share dividend,  division or combination
exceeding the percentage of authorized shares that was unissued before the share
dividend, division or combination.

         IN WITNESS WHEREOF,  Commerce Bancorp, Inc. has caused this Certificate
of Amendment to its Restated  Certificate of  Incorporation  to be signed by its
President this 10th day of December, 2001.

                             COMMERCE BANCORP, INC.

                            By: /s/Vernon W. Hill, II
                                ---------------------
                               Vernon W. Hill, II,
                                    President



                                      -10-