SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-2

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE
         FISCAL YEAR ENDED DECEMBER 31, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission File Number 0-12874

                             COMMERCE BANCORP, INC.
             (Exact name of Registrant as specified in its charter)


           New Jersey                                  22-2433468
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification No.)


1701 Route 70 East, Cherry Hill, NJ 08034-5400                    08034-5400
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (609) 751-9000

           Securities registered pursuant to Section 12(b) of the Act:
                         Common Stock, $1.5625 par value
                                (Title of Class)

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                                (Title of Class)

              Indicate by check mark whether the Registrant (i) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (ii) has been subject to such
filing requirements for the past 90 days.

                                    YES  X   NO
                                        --      --
                                        
<PAGE>



         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of voting stock held by non-affiliates of
Registrant is $963,030,000. (1)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.

Common Stock, $1.5625 Par Value                          17,985,767
      (Title of Class)                            No. of Shares Outstanding
                                                        as of 4/24/98


                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts II and IV incorporate certain information by reference from the
Registrant's Annual Report to Shareholders for the fiscal year ended December
31, 1997 (the "Annual Report").

- -------- 
(1) The aggregate dollar amount of the voting stock set forth equals the number
of shares of the Registrant's common stock outstanding, reduced by the amount of
Registrant's common stock held by officers, directors and shareholders owning in
excess of 10% of the Registrant's common stock, multiplied by the last sale
price for the Registrant's common stock on April 24, 1998. The information
provided shall in no way be construed as an admission that any officer, director
or 10% shareholder in the Registrant may be deemed an affiliate of the
Registrant or that he is the beneficial owner of the shares reported as being
held by him, and any such inference is hereby disclaimed. The information
provided herein is included solely for the record-keeping purposes of the
Securities and Exchange Commission.

                                       -2-

<PAGE>

                                EXPLANATORY NOTE

     This Amendment No. 2 to the Registrant's Annual Report on Form 10-K for the
year  ended  December  31,  1997,  as filed  with the  Securities  and  Exchange
Commission  on March 30, 1998 and as first  amended on April 30, 1997,  is being
filed to  provide  the  financial  disclosure  required  by the  Securities  and
Exchange  Commission Form 11-K for the Commerce Bancorp,  Inc. 401(K) Retirement
Plan.


                              Financial Statements
                           and Supplemental Schedules

                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                 Period from April 1, 1997 to December 31, 1997
                       with Report of Independent Auditors


<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                              Financial Statements
                           and Supplemental Schedules

                 Period from April 1, 1997 to December 31, 1997






                                    Contents


Report of Independent Auditors.................................................1

Audited Financial Statements

Statement of Assets Available for Benefits, with Fund Information..............2
Statement of Changes in Assets Available for Benefits,
    with Fund Information......................................................3
Notes to Financial Statements..................................................4


Supplemental Schedules

Line 27a--Assets Held for Investment Purposes..................................9
Line 27d--Reportable Transactions.............................................10

<PAGE>


                         Report of Independent Auditors

The Board of Directors
Commerce Bancorp, Inc.

We have audited the  accompanying  statement of assets available for benefits of
the Commerce  Bancorp,  Inc. 401(k) Retirement Plan as of December 31, 1997, and
the related statement of changes in assets available for benefits for the period
from April 1, 1997 to December  31, 1997.  These  financial  statements  are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 1997 and the changes in its assets  available  for  benefits  for the period
from April 1, 1997 to December 31, 1997, in conformity  with generally  accepted
accounting principles.

Our audit was  performed  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying  supplemental  schedules
of assets held for  investment  purposes as of December 31, 1997 and  reportable
transactions  for the  period  from  April 1, 1997 to  December  31,  1997,  are
presented  for purposes of complying  with the  Department  of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of  1974,  and are not a  required  part  of the  basic  financial
statements.  The  supplemental  schedules  have been  subjected  to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
are  fairly  stated  in all  material  respects  in  relation  to the  financial
statements taken as a whole.


/s/ Ernst & Young LLP
July 6, 1998

                                                                               1
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

        Statement of Assets Available for Benefits, with Fund Information

                                December 31, 1997

<TABLE>
<CAPTION>
                                             Most
                                  Stable    Conser-    Moderate                            Commerce    Self-
                                  Value     vative      Growth      Growth    Aggressive     Stock    Directed  Loan
                                  Fund       Fund        Fund        Fund        Fund        Fund     Accounts  Fund        Total
                                ----------------------------------------------------------------------------------------------------
<S>                             <C>         <C>       <C>         <C>         <C>         <C>         <C>       <C>       <C>       
Assets Investments at fair 
 value:
  Mutual funds                  $1,842,692  $527,035  $  749,477  $1,434,826  $1,163,890                                  $5,717,920
  Commerce Bancorp, Inc. 
     common stock                                                                         $  830,578  $457,024             1,287,602
  Other common stock                                                                                   334,243               334,243
  Participant notes receivable                                                                                  $72,315       72,315
                                ----------------------------------------------------------------------------------------------------
Total investments                1,842,692   527,035     749,477   1,434,826   1,163,890     830,578   791,267   72,315    7,412,080

Contributions receivable               359     2,687       8,158      17,146      12,399       5,837     1,158                47,744
                                ----------------------------------------------------------------------------------------------------

Assets available for benefits   $1,843,051  $529,722  $  757,635  $1,451,972  $1,176,289  $  836,415  $792,425  $72,315   $7,459,824
                                ====================================================================================================
</TABLE>

See accompanying notes.

2
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

  Statement of Changes in Assets Available for Benefits, with Fund Information

                 Period from April 1, 1997 to December 31, 1997

<TABLE>
<CAPTION>
                                              Most
                                   Stable    Conser-    Moderate                            Commerce   Self-
                                    Value    vative      Growth      Growth     Aggressive    Stock   Directed   Loan
                                    Fund      Fund        Fund        Fund         Fund       Fund    Accounts   Fund       Total
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>         <C>       <C>         <C>         <C>         <C>       <C>       <C>       <C>       
Additions to assets 
 attributed to:
  Contributions:
    Participants                 $    7,022  $ 63,547  $  170,830  $  356,977  $  288,195  $144,389  $ 32,959           $ 1,063,919
  Transfers in from other plans   6,236,242                                                                    $ 74,446   6,310,688


  Investment income:
    Net realized and unrealized
      appreciation (depreciation)
      in fair value of investments               (894)    (16,792)    (37,947)    (54,045)  200,022   102,811               193,155
    Interest and dividends           64,610     3,675       7,993      17,834      15,612     1,706     1,747       955     114,132


Deductions from assets 
 attributed to:
  Benefits paid to participants    (142,916)   (5,639)    (22,538)    (22,418)    (17,158)  (11,401)                       (222,070)
                                 --------------------------------------------------------------------------------------------------

Net increase prior to interfund
 transfers                        6,164,958    60,689     139,493     314,446     232,604   334,716   137,517    75,401   7,459,824

Interfund transfers (net)        (4,321,907)  469,033     618,142   1,137,526     943,685   501,699   654,908    (3,086)
                                 --------------------------------------------------------------------------------------------------
Net increase                      1,843,051   529,722     757,635   1,451,972   1,176,289   836,415   792,425    72,315   7,459,824

Assets available for benefits:
   Beginning of period
                                 --------------------------------------------------------------------------------------------------
   End of period                 $1,843,051  $529,722  $  757,635  $1,451,972  $1,176,289  $836,415  $792,425  $ 72,315  $7,459,824
                                 ==================================================================================================
</TABLE>

See accompanying notes.

3
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                          Notes to Financial Statements

                 Period from April 1, 1997 to December 31, 1997

1.   Description of Plan

The following  description of the Commerce Bancorp,  Inc. 401(k) Retirement Plan
(the "Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.

General

The Plan, established April 1, 1997, is a defined contribution plan covering all
eligible  employees of Commerce Bancorp,  Inc. (the "Company") who have at least
one year of service and are age twenty-one or older.  The Plan is subject to the
provisions of the Employee  Retirement  Income Security Act of 1974 (ERISA).  On
February 12,  1998,  the Plan filed for  qualification  status with the Internal
Revenue Service.

Participants  of four employee  benefit plans became  eligible to participate in
the Plan as a result of the acquisitions by the Company of Independence Bancorp,
Inc., Keystone National Companies,  Inc., Morales,  Potter & Buckelew,  Inc. t/a
Buckelew &  Associates,  Inc.,  and Chesley & Cline,  Inc. The net assets of the
following plans were transferred into the Plan in 1997:

Independence Bancorp, Inc. Salary Savings Plan                     $ 1.2 million
Keystone National Companies, Inc. Savings & Investment Plan           .5 million
Buckelew & Associates Retirement Savings Plan                        1.7 million
Chesley & Cline, Inc. Incentive/Savings Plan                         2.9 million

Contributions

Each Period, participants may contribute up to 15% of pretax annual compensation
(maximum  $9,500  for  1997),  as  defined  in the Plan.  Participants  may also
contribute amounts  representing  distributions from other qualified  retirement
plans.  The  Company  may,  but is  not  obligated  to,  contribute  a  matching
contribution  for the plan  year as  determined  by the  Board of  Directors  of
Commerce  Bancorp,  Inc. The Company did not  contribute  to the Plan during the
period ended December 31, 1997.

At the inception of the Plan,  due to  administrative  delays on the part of the
Plan's Trustee and administrative  service provider,  participant  contributions
for two payroll periods were not segregated  timely as required by Department of
Labor Regulation 2510.3-102.  The Company does not believe these delays resulted
in a prohibited use of Plan assets, as defined by ERISA.

                                                                               4
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                    Notes to Financial Statements (continued)


1.   Description of Plan (continued)

Participant Accounts

Each participant's account is credited with the participant's  contributions and
Plan earnings and is charged with an allocation  of  administrative  expenses if
any costs are paid by the Plan. Allocations are based on participant earnings or
account balances,  as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.

Vesting

Participants are immediately  vested in their  contributions  and all investment
earnings thereon that have been allocated to their accounts.

Participants  vest in the Company matching  contributions  (if any) based on the
following:

     Participant's Years of Service                       Vested Percentage
     ----------------------------------------------------------------------
     Less than 3                                                 None
     3 but fewer than 4                                           20%
     4 but fewer than 5                                           40
     5 but fewer than 6                                           60
     6 but fewer than 7                                           80
     7 years or more                                             100%

Loans

Participants may borrow funds from the Plan subject to requirements of the Plan.
The loans are  secured by the  balance  in the  participant's  account  and bear
interest at a rate commensurate with local prevailing rates as determined by the
Plan  administrator.  Principal  and  interest is paid ratably  through  payroll
deductions.

Payment of Benefits

Benefits are payable upon  retirement,  death,  disability,  or  termination  of
employment.  Benefits are  distributed  to the  participant  or beneficiary in a
lump-sum  payment as provided in the provisions of the Plan.  Included in assets
available for benefits at December 31, 1997 is $42,023, which represents amounts
due to  participants  who have  requested  withdrawals.  

                                                                               5

<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                    Notes to Financial Statements (continued)

1.   Description of Plan (continued)

Investment Options

The Mentor Trust  Company  (Wheat  First Union)  serves as Trustee for the Plan.
Participants  may  direct  employer  and  employee  contributions  in any of six
investment  fund options  offered by the Plan or they may elect to open accounts
that allow participant-directed  investments.  The available fund options are as
follows;

A.   Stable Value Fund invests in Dreyfus Certus Stable Value Fund;

B.   Most Conservative  Fund invests in T. Rowe Price New Income Fund,  Vanguard
     Bond Index Fund: Total Bond Market Portfolio, Vanguard US Growth Portfolio,
     Neuberger & Berman  Guardian Fund, MFS Emerging  Growth Fund A, Royce Fund:
     Premier Fund, Scudder  International  Fund, and T. Rowe Price International
     Fund: Stock Fund;

C.   Moderate  Growth Fund  invests in T. Rowe Price New Income  Fund,  Vanguard
     Bond Index Fund: Total Bond Market Portfolio,  Dreyfus  Appreciation  Fund,
     Vanguard US Growth  Portfolio,  MAS Funds:  Value  Portfolio/Institutional,
     Neuberger & Berman  Guardian Fund, MFS Emerging  Growth Fund A, Royce Fund:
     Premier Fund, Scudder  International  Fund, and T. Rowe Price International
     Fund: Stock Fund;

D.   Growth Fund invests in T. Rowe Price New Income Fund,  Vanguard  Bond Index
     Fund: Total Bond Market Portfolio,  Dreyfus  Appreciation Fund, Vanguard US
     Growth Portfolio,  MAS Funds:  Value  Portfolio/Institutional,  Neuberger &
     Berman Guardian Fund, MFS Emerging Growth Fund A, Royce Fund: Premier Fund,
     Scudder  International  Fund, and T. Rowe Price  International  Fund: Stock
     Fund;

E.   Aggressive  Fund invests in Dreyfus  Appreciation  Fund,  MAS Funds:  Value
     Portfolio/Institutional,  Vanguard US Growth Portfolio,  Neuberger & Berman
     Guardian Fund,  Alliance Quasar  Fund/Advisor,  MFS Emerging Growth Fund A,
     Kemper-Dreman  Small Cap Value Fund A, Royce Fund:  Premier  Fund,  Scudder
     International Fund, and T. Rowe Price International Fund: Stock Fund;

F.   Commerce Stock Fund invests in common stock of Commerce Bancorp, Inc.


                                                                               6
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                    Notes to Financial Statements (continued)

1. Description of Plan (continued)

Plan Termination

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to the  provisions  of ERISA.  In the event of Plan  termination,
participants   will   become  100%  vested  in   previously   unvested   Company
contributions.

Administrative Costs

Administrative  costs of the Plan are paid by the  Company,  unless the  Company
elects to have such costs paid by the Plan.

2.   Summary of Significant Accounting Policies

Investment Valuation

The Plan's  investments  are  stated at fair  value  which is based on net asset
value of shares at the end of the period for mutual funds and the last available
quoted market price for shares of common stock. The participant notes receivable
are  valued  at  their  outstanding  balances,  which  approximate  fair  value.
Purchases and sales of securities are recorded on a trade-date  basis.  The cost
of investments sold is determined on an average historical cost basis.  Interest
income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

                                                                               7
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                    Notes to Financial Statements (continued)

3.   Investments

The Plan's  investments  are held by Mentor Trust  Company  (Wheat First Union).
During the period,  the Plan's  investments  appreciated  (depreciated)  in fair
value as follows:


                                                              Net Appreciation
                                                               (Depreciation)
                                        Fair Value at       In Fair Value During
                                      December 31, 1997          the Period
     -------------------------------------------------------------------------
     *Stable Value Fund                 $1,842,692               $       --
     *Most Conservative Fund               527,035                     (894)
     *Moderate Growth Fund                 749,477                  (16,792)
     *Growth Fund                        1,434,826                  (37,947)
     *Aggressive Fund                    1,163,890                  (54,045)
     *Commerce Stock Fund                  830,578                  200,022
     *Self-Directed Accounts               791,267                  102,811
     Loan Fund                              72,315                       --
                                        -----------------------------------
                                        $7,412,080               $  193,155
                                        ===================================

*    Indicates an  investment  which  represents 5% or more of the fair value of
     assets available for benefits at period end.


                                                                               8
<PAGE>



                             Supplemental Schedules







<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                  Line 27a--Assets Held for Investment Purposes

                                December 31, 1997

                                               Shares 
Identity of Issue                             or Units  Average Cost  Fair Value
--------------------------------------------------------------------------------

Stable Value Fund*                                      $ 1,842,692  $ 1,842,692
Most Conservative Fund*                                     529,340      527,035
Moderate Growth Fund*                                       767,568      749,477
Growth Fund*                                              1,472,403    1,434,826
Aggressive Fund*                                          1,218,266    1,163,890
Commerce Stock Fund*+                                       630,555      830,578
CRT Government Securities                       95,478       95,478       95,478
Commerce Bancorp, Inc.*+                         8,961      294,602      457,024
Intel Corp.                                        350       28,658       24,588
Campbell Soup                                      156        8,516        9,068
Home Depot                                         167        9,952        9,831
Johnson & Johnson                                  155       10,014       10,211
Merck & Co.                                        102        9,879       10,812
ADC Telecomm, Inc.                                  50        1,695        2,088
Citicorp                                            21        2,690        2,655
Compaq Computer Corp.                              100        3,224        2,825
Invacare Corporation                               100        2,361        2,175
MBNA Corp.                                         100        2,680        2,731
Air Products & Chemicals, Inc.                     400       15,686       16,450
American International Group, Inc.                 200       20,949       21,750
General Electric Company                           200       14,761       14,675
Microsoft Corp.                                    710       50,835       45,884
Travelers Group, Inc.                              200       10,736       10,775
Circus Circus Enterprise, Inc.                     400        8,586        8,200
Nike, Inc. Class B                                 350       16,158       13,672
RJR Nabisco Holdings                               450       16,349       16,875
Selective Insurance Group                          500       13,411       13,500
Loans receivable from participants, with
interest rates ranging from 6.9% to 10.0%                        --       72,315
                                                        ------------------------
                                                        $ 7,098,044   $7,412,080
                                                        ========================

*    Indicates an  investment  which  represents 5% or more of the fair value of
     assets available for benefits at period end.

+    Represents party-in-interest to the Plan.

                                                                               9
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                        Line 27d--Reportable Transactions

                         Period ended December 31, 1997
<TABLE>
<CAPTION>
 Identity of Parties                                     Purchase         Selling          Cost of         Net Gain
      Involved             Description of Assets          Price            Price         Assets Sold        (Loss)
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                          <C>             <C>             <C>             <C>        
Category I - Individual transactions in excess of 5% of plan assets

Stable Value Fund          Purchased interest in
                              Stable Value Fund          $ 4,033,205     $        --     $        --     $        --
Stable Value Fund          Purchased interest in
                              Stable Value Fund            1,756,988              --              --              --
Stable Value Fund          Sold interest in Stable
                              Value Fund                          --       3,121,819       3,121,819              --
Stable Value Fund          Sold interest in Stable
                              Value Fund                          --       2,829,518       2,829,518              --
Stable Value Fund          Purchased interest in
                              Stable Value Fund            1,111,636              --              --              --
Stable Value Fund          Purchased interest in
                              Stable Value Fund              803,114              --              --              --

Category III--A series of transactions in a security issue aggregating in excess
of 5% of plan assets

Stable Value Fund          47 purchase transactions;
                           15 sales transactions           8,414,863       6,571,263              --              --

Most Conservative Fund     219 purchase transactions;
                           40 sales transactions             689,945         155,949         154,538           1,411

Moderate Growth Fund       270 purchase transactions;
                           47 sales transactions             957,977         174,241         172,942           1,299

Growth Fund                286 purchase transactions;
                           52 sales transactions           1,665,412         142,862         143,232            (370)

Aggressive Fund            259 purchase transactions;
                           50 sales transactions           1,335,028          88,405          88,073             332

Commerce Stock Fund        21 purchase transactions          586,364              --              --              --

Commerce Bancorp, Inc.
Common Stock               9 purchase transactions           209,758              --              --              --

There were no category II or IV transactions during the period.

* Indicates party-in-interest to the plan.
</TABLE>

                                                                              10
<PAGE>

                                    SIGNATURE

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange of 1934, the Registrant has duly caused this Amendment No. 2 to its
Annual Report of Form 10-K for the year ended December 31, 1997 to be signed on
its behalf by the undersigned thereunto duly authorized.


                                             COMMERCE BANCORP, INC.




Date:  July 13, 1998                         By: /s/ Douglas J. Pauls
                                                 -----------------------------
                                                 Douglas J. Pauls
                                                 Vice President and Controller