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

                                   FORM 10-K/A

|X|             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                   For the fiscal year ended December 31, 1998

                                       OR

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

      For the transition period from ________________ to ________________.

                            Commission File #0-12874

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

         New Jersey                                     22-2433468
(State of other jurisdiction             (I.R.S. Employee Identification Number)
     of incorporation
     or organization)

      Commerce Atrium
     1701 Route 70 East                                 08034-5400
  Cherry Hill, New Jersey                               (Zip Code)
(Address of principal executive offices)
        Registrant's telephone number, including area code: 609-751-9000

        Securities registered pursuant to Section 12(b) of the Act:

Common Stock                       New York Stock Exchange
---------------                    ------------------------------------------
Title of Class                     Name of Each Exchange on Which Registered

        Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark  whether the  registrant ( 1 ) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such report(s), and (2) 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 the
Registrant is $1,109,133,000.(1)

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the last practicable date.

     Common Stock $1.5625 Par Value                         27,438,170
  ------------------------------------             --------------------------
            Title of Class                         No. of Shares Outstanding
                                                         as of 3/5/99

                       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, 1998 (the "Annual  Report").  Part III incorporates  certain  information by
reference from the  Registrant's  Proxy Statement for the 1999 Annual Meeting of
Shareholders.


__________
(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
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 March 5, 1999. The information provided shall in no
way be construed as an admission that the 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 recordkeeping purpose of the Securities and Exchange Commission.

================================================================================

<PAGE>

                                EXPLANATORY NOTE

     This Amendment to the Registrant's  Annual Report on Form 10-K for the year
ended December 31, 1998, as filed with the Securities and Exchange Commission on
March 26, 1999, 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

                  Year ended December 31, 1998 and period ended
                                December 31, 1997
                      with Report of Independent Auditors


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

                              Financial Statements
                           and Supplemental Schedules

         Year ended December 31, 1998 and period ended 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.....................................................4
Notes to Financial Statements.................................................6


Supplemental Schedules

Line 27a--Assets Held for Investment Purposes................................12
Line 27d--Reportable Transactions............................................15



<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 (the "Plan") as of December
31, 1998 and 1997, and the related  statement of changes in assets available for
benefits for the periods  presented herein.  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 audits.

We  conducted  our  audits  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 audits provide 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, 1998 and 1997 and the changes in its assets  available  for benefits for the
periods  presented  herein,  in conformity  with generally  accepted  accounting
principles.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying  supplemental  schedules of assets
held for investment purposes as of December 31, 1998 and reportable transactions
for the year then ended,  are presented for purposes of additional  analysis and
are  not a  required  part of the  financial  statements  but are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  These  supplemental  schedules  are  the  responsibility  of  the  Plan's
management.  The Fund  Information  in the  statement  of assets  available  for
benefits  and the  statement  of changes in assets  available  for  benefits  is
presented  for purposes of  additional  analysis  rather then to present the net
assets  available  for  benefits  and the  changes in net assets  available  for
benefits of each fund. The supplemental schedules and Fund Information have been
subjected  to  auditing  procedures  applied  in our  audits  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.


June 28, 1999

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

                                  Statement of Assets Available for Benefits, with Fund Information

                                                          December 31, 1998
<S>                 <C>          <C>        <C>          <C>          <C>          <C>          <C>          <C>        <C>

                                Domestic      Domestic   Domestic      Global       Commerce
                  Stable Value Conservative   Moderate  Aggressive   Aggressive      Stock     Self-Directed    Loan
                       Fund       Fund          Fund       Fund         Fund        Account       Accounts      Fund        Total

Assets
Investments at fair value:
   Mutual funds     $1,684,269   $597,154   $1,999,390   $3,187,009   $1,091,281                 $3,140,393              $11,699,496
    Bonds                                                                                           643,091                  643,091
   Commerce Bancorp, Inc.
      common stock                                                                 $4,517,401     8,918,602               13,436,003
   Other common stock                                                                             4,130,798                4,130,798
   Participant notes
      receivable                                                                                             $267,331        267,331
                   -----------------------------------------------------------------------------------------------------------------
Assets available
 for benefits       $1,684,269   $597,154   $1,999,390   $3,187,009   $1,091,281   $4,517,401   $16,832,884  $267,331    $30,176,719
                   =================================================================================================================
</TABLE>



See accompanying notes.

2

<PAGE>
                                                       Commerce Bancorp, Inc.
                                                       401(k) Retirement Plan
<TABLE>
<CAPTION>
                            Statement of Assets Available for Benefits, with Fund Information (continued)

                                                          December 31, 1997

                                              Most     Moderate                          Commerce
                             Stable Value Conservative  Growth     Growth    Aggressive    Stock  Self-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.

3

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

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

                                                                          Year Ended December 31, 1998
                                                            Wheat First Union                                  Provident Mutual
                                        Stable        Most        Moderate                                    Stable      Domestic
                                         Value    Conservative     Growth       Growth      Aggressive         Value    Conservative
                                         Fund         Fund          Fund         Fund          Fund            Fund         Fund
<S>                                     <C>           <C>          <C>          <C>            <C>           <C>            <C>
 Additions to assets attributed
    Contributions:
      Participants                       $8,251       $44,237     $105,223     $247,152       $219,506         $79,309      $38,216
    Transfers in from other plans         7,086                                                              4,561,899


    Investment income:
      Net realized and unrealized
        appreciation
        in fair value of investments                   25,526      140,360      276,575        211,934          14,442       15,767
      Interest and dividends             20,333        14,840       17,640       11,081          5,430         112,085


 Deductions from assets attributed to:
    Benefits paid to participants      (141,645)     (218,382)    (108,242)    (141,692)      (142,031)       (674,337)      (2,282)
                                    -----------------------------------------------------------------------------------------------

 Net increase/(decrease) prior
    to interfund transfers             (105,975)     (133,779)     154,981      393,116        294,839       4,093,398       51,701

 Interfund transfers (net)           (1,737,076)     (395,943)    (912,616)  (1,845,088)    (1,471,128)     (2,409,129)     545,453
                                    -----------------------------------------------------------------------------------------------
 Net increase/(decrease)             (1,843,051)     (529,722)    (757,635)  (1,451,972)    (1,176,289)      1,684,269      597,154

 Assets available for benefits:
      Beginning of year               1,843,051       529,722      757,635    1,451,972      1,176,289               0            0
                                    -----------------------------------------------------------------------------------------------
      End of year                            $0            $0           $0           $0             $0      $1,684,269     $597,154
                                    ===============================================================================================




                                                  Provident Mutual

                                       Domestic     Domestic       Global       Commerce
                                       Moderate    Aggressive    Aggressive       Stock     Self-Directed     Loan
                                         Fund         Fund          Fund         Account      Accounts        Fund         Total

 Additions to assets attributed
    Contributions:
      Participants                     $144,192      $343,521      $155,651      $384,090    $    84,611                 $1,853,959
    Transfers in from other plans                                                 137,159     12,470,997    $153,340     17,330,481


    Investment income:
      Net realized and unrealized
        appreciation
        in fair value of                163,090       292,512       109,839       787,910      2,711,691                  4,749,646
      Interest and dividends                                                       25,833         71,364      14,299        292,905


 Deductions from assets attributed to:
    Benefits paid to participants        (1,213)       (1,640)          (69)      (70,071)        (8,492)                (1,510,096)
                                     ----------------------------------------------------------------------------------------------

 Net increase/(decrease) prior
    to interfund transfers              306,069       634,393       265,421     1,264,921     15,330,171     167,639     22,716,895

 Interfund transfers (net)            1,693,321     2,552,616       825,860     2,416,065        710,288      27,377              0
                                     ----------------------------------------------------------------------------------------------
 Net increase/(decrease)              1,999,390     3,187,009     1,091,281     3,680,986     16,040,459     195,016     22,716,895

 Assets available for benefits:
      Beginning of year                       0             0             0       836,415        792,425      72,315      7,459,824
                                     ----------------------------------------------------------------------------------------------
      End of year                    $1,999,390    $3,187,009    $1,091,281    $4,517,401    $16,832,884    $267,331    $30,176,719
                                     ==============================================================================================
</TABLE>

    See accompanying notes.

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

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

                                           Period from April 1, 1997 to December 31, 1997


                                            Most     Moderate                            Commerce    Self-
                          Stable Value  Conservative  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.

5
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                          Notes to Financial Statements

                                December 31, 1998


1. Description of Plan and Summary of Significant Accounting Policies

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).  The
plan received a favorable  determination from the Internal Revenue Service dated
October 17, 1998.

Participants of two other employee  benefit plans became eligible to participate
in the Plan during 1998 as a result of the  acquisitions  by the Company of A.H.
Williams & Co., Inc., and J.A. Montgomery,  Inc. The net assets of the following
plans were transferred into the plan during 1998:


Profit Sharing Plan of A.H. Williams & Co., Inc.                $ 13.3 million
J.A. Montgomery, Inc. 401(k) Profit Sharing Plan                   3.2 million


Contributions

Each year,  participants may contribute up to 15% of pretax annual  compensation
(maximum  $10,000  for  1998),  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.  The
Company has not contributed to the Plan since its inception.

6

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

                    Notes to Financial Statements (continued)

1. Description of Plan and Summary of Significant Accounting Policies(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, 1998 and 1997 is $268,000 and $42,000,
respectively,  which  represents  amounts due to participants who have requested
withdrawals.

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

                    Notes to Financial Statements (continued)

1. Description of Plan and Summary of Significant Accounting Policies(continued)

Investment Options

Vernon W. Hill,  II,  President  of the  Company,  and C.  Edward  Jordan,  Jr.,
Executive  Vice  President  of the  Company,  serve as  trustees  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  substantially  all of its assets in  investment
     grade bonds, including corporate, mortgage, and asset-backed bonds;

B.   Domestic  Conservative  Fund  invests  approximately  45% of its  assets in
     Provident Mutual's All Pro Diversified Bond Fund, 30% in Provident Mutual's
     All Pro Value Equity Fund, and 25% in Provident Mutual's Money Market Fund;

C.   Domestic Moderate Fund invests approximately 40% of its assets in Provident
     Mutual's All Pro Diversified  Bond Fund, 25% in Provident  Mutual's All Pro
     Diversified  Equity Fund,  15% in Provident  Mutual's All Pro Equity Growth
     Fund,  15% in  Provident  Mutual's  All Pro Value  Equity  Fund,  and 5% in
     Provident Mutual's Money Market Fund;

D.   Domestic  Aggressive  Fund  invests  approximately  35%  of its  assets  in
     Provident  Mutual's  All Pro  Diversified  Equity  Fund,  25% in  Provident
     Mutual's All Pro Diversified  Bond Fund, 20% in Provident  Mutual's All Pro
     Equity  Growth  Fund,  and 20% in  Provident  Mutual's All Pro Value Equity
     Fund;

E.   Global Aggressive Fund invests approximately 30% of its assets in Provident
     Mutual's All Pro Diversified Equity Fund, 25% in Provident Mutual's All Pro
     Diversified Bond Fund, 15% in Provident Mutual's  International Value Fund,
     15% in Provident  Mutual's All Pro Equity Growth Fund, and 15% in Provident
     Mutual's All Pro Value Equity Fund;

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

8
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                    Notes to Financial Statements (continued)

1. Description of Plan and Summary of Significant Accounting Policies(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  any  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.

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.

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

                    Notes to Financial Statements (continued)

2. Investments

The Plan's investments are held by Provident Mutual Life Insurance Company, with
the exception of the Commerce Stock Fund and the Self-Directed  Accounts,  which
are held by Janney Montgomery Scott. During the year ended December 31, 1998 and
the  period  ended  December  31,  1997,  the Plan's  investments  at period end
appreciated in fair value as follows:


                                                            Net Appreciation
                                     Fair Value at       In Fair Value During
                                    December 31, 1998          the Year
     -------------------------------------------------------------------------


*Stable Value Fund                  $ 1,684,269          $    14,442
Domestic Conservative Fund              597,154               15,767
*Domestic Moderate Fund               1,999,390              163,090
*Domestic Aggressive Fund             3,187,009              292,512
Global Aggressive Fund                1,091,281              109,839
*Commerce Stock Fund                  4,517,401              787,910
*Self-Directed Accounts              16,832,884            2,711,691
Loan Fund                               267,331                   --
                                    -----------          -----------
                                    $30,176,719          $ 4,095,251
                                    ===========          ===========


                                                           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.


10

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

                    Notes to Financial Statements (continued)

3.  Subsequent Events

On January 15, 1999 Commerce  Bancorp,  Inc.  acquired  Community  First Banking
Company whose employees became eligible to participate in the Plan on that date.
In  addition,  on January 15, 1999  Commerce  Bancorp,  Inc.  acquired  Prestige
Financial Corp.  whose  employees  became eligible to participate in the Plan on
that date. In conjunction with these acquisitions  approximately $2.7 million in
assets were merged into the Plan.


4.  Year 2000

The  Company  relies  on  third-party  service  providers  with  respect  to the
operation  of its Plan.  In  response  to the Year 2000  issue,  management  has
initiated  formal  communication  with its  significant  service  providers with
respect to their state of  readiness  for the year 2000.  The  Company  does not
expect that the assets  available for benefits of the Plan will be significantly
affected by the costs of  converting  systems,  as all costs will be incurred by
third-party service providers and not passed on to the Plan.







11
<PAGE>



                             Supplemental Schedules


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

                  Line 27a--Assets Held for Investment Purposes

                                December 31, 1998
<TABLE>
<CAPTION>

Identity of Issue                                   Shares or Units          Average Cost            Fair Value
<S>                                                 <C>                    <C>                      <C>
Stable Value Fund*                                      1,600,944               $1,669,827              $1,684,269
Domestic Conservative Fund*                                45,616                  581,387                597,154
Domestic Moderate Fund*                                   135,735                1,836,300              1,999,390
Domestic Aggressive Fund*                                 211,215                2,984,497              3,187,009
Global Aggressive Fund*                                    72,495                  981,442              1,091,281
Commerce Stock Fund*+                                      86,044                3,529,469              4,517,401
JMS Money Market Fund                                   2,569,459                2,569,549              2,569,459
Commerce Bancorp, Inc.*+ ^                                169,878                6,447,312              8,918,602
Walt Disney Company ^                                         900                   30,627                 27,000
First Union Corporation ^                                     162                    9,558                  9,852
Microsoft Corporation ^                                     8,100                  885,938              1,123,369
Montgomery County IDA Bond                                160,000                  160,000                161,346
U. S. Treasury Strips ^                                   479,000                  342,043                376,545
Thistle Group Holdings                                     11,350                  105,797                109,244
Oracle Corp. ^                                                450                   10,832                 19,406
Oxford Health Plans, Inc. ^                                   250                    3,828                  3,719
Minnesota Power, Inc.                                         450                   19,625                 19,800
Newell Company                                                200                    8,800                  8,250
Pepsico Incorporated                                          200                    7,963                  8,175
Seacoast Financial Services                                 1,000                   10,000                 10,250
MFS Fund Class B                                            3,767                   49,988                 49,913
Massachusetts Investors Growth Class B                     19,811                  298,383                300,337
Premier Laser Systems                                       5,000                   11,188                  9,531
Compaq Computer Corp. ^                                       800                   24,678                 33,600
E*Trade Group, Inc.                                           100                    4,900                  4,680
Intel Corp.                                                   250                   19,801                 29,641
Home Depot, Inc.                                              450                   14,913                 27,504
Johnson & Johnson                                             156                   10,092                 13,083
Lucent Technologies ^                                       2,771                  239,408                304,637
Merck & Co.                                                   102                    9,879                 15,111
Vlasic Foods ^                                                 15                      308                    357
Van Kampen Equity Opportunity                              11,514                  120,004                126,309
ADC Telecomm, Inc.                                             50                    1,695                  1,738
Citigroup, Inc.                                               452                   23,150                 22,459
Invacare Corp.                                                100                    2,361                  2,400
MBNA Corp.                                                    150                    2,680                  3,722


12
<PAGE>

Sunbeam Corp. ^                                               125                    1,258                    859
AT& T Corp. ^                                                 850                   53,376                 64,388
Acclaim Entertainment ^                                       500                    2,813                  6,125
Arcadia Financial ^                                           250                    1,734                    906
Cendant Corp. ^                                             1,425                   27,788                 27,520
Closure Medical Corp. ^                                       250                    6,125                  7,453
Conseco, Inc. ^                                             1,400                   63,515                 42,700
Espirito Santo Financial ^                                    800                   17,089                 15,650
Hearx Ltd. ^                                                1,000                    1,563                    563
Hilton Hotels Corp. ^                                         700                   12,374                 13,388
LSI Logic Corp. ^                                             800                   15,600                 12,900
Meritor Savings Bank ^                                      1,000                    3,190                  2,656
Motorola Inc. ^                                               500                   24,465                 30,531
National Media Corp. ^                                        500                      688                  5,344
PetSmart, Inc. ^                                              500                    5,015                  5,500
Scientific Atlanta, Inc. ^                                  1,000                   26,810                 22,813
Strategic Solutions Group ^                                   500                      156                     25
Boeing Co.                                                    400                   18,975                 13,050
Cisco Systems, Inc. ^                                       6,337                  239,550                588,153
Hubco, Inc.                                                   550                   19,353                 16,569
Summit Bancorp                                                450                   19,827                 19,659
TelSave.com Inc.                                            1,300                   19,748                 21,775
First Keystone Financial                                      100                    1,808                  1,450
Harrah's Entertainment ^                                      500                   11,750                  7,844
Indymac Mortgage Holdings ^                                   400                    9,300                  4,225
Mills Corp. ^                                                 400                    9,824                  7,950
Rhone Poulenc ^                                               500                   28,250                 25,125
Safeguard Scientifics Inc.                                    500                    9,781                 13,719
Systems & Computers Tech.                                   1,000                    9,000                 13,750
Agouron Pharmaceuticals                                       300                   14,768                 17,625
DaimlerChrysler                                               200                   19,386                 19,213
Universal Display Corp.                                     1,000                    4,349                  3,938
Darden Restaurants, Inc. ^                                  1,018                   16,858                 18,324
Heilig Meyers, Corp. ^                                      1,015                   12,751                  6,788
IBM ^                                                          36                    4,203                  6,638
Medaphis Corp. ^                                              500                    3,095                  1,641
Monsanto Company                                              200                    8,400                  9,500
Schlumberger Ltd. ^                                           501                   33,598                 23,234
Dell Computer Corp. ^                                      12,000                  398,550                878,250
Excite Inc.                                                 1,000                   39,954                 42,063
Lycos Inc.                                                  1,500                   64,148                 83,344
America OnLine                                                600                   45,672                 93,075
Doubleclick, Inc.                                             370                   18,777                 16,465
Charming Shoppes, Inc. ^                                    3,000                   14,250                 12,938
Genesis Health Ventures ^                                   2,000                   33,440                 17,000
Regent Assisted Living ^                                    2,000                   12,000                 10,000

13
<PAGE>

Sovereign Bancorp                                           2,000                   18,211                 28,500
Fletcher, NC Revenue Bond                                 100,000                   95,000                105,200
Circus Circus Enterprise Inc.                                 400                    8,586                  4,525
Nike Inc. Class B                                             350                   16,158                 14,197
RJR Nabisco Holdings                                          450                   16,349                 13,359
Selective Insurance Group                                     500                   13,411                 10,063
Eaton Vance Income Trust                                   10,000                  100,000                 94,375
Loans   receivable   from   participants,   with
interest rates ragning from 6.5% to 12.25%                                                                267,331
                                                                                 ------------      --------------
                                                                                 $ 24,700,861      $   30,176,719
                                                                                 ============      ==============
</TABLE>


*    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.

^    Indicates  an  investment  by which the  reported  cost basis above was the
     investment's  fair market value at the date the investment was  transferred
     into the Plan.

14
<PAGE>
                             Commerce Bancorp, Inc.
                             401(k) Retirement Plan

                        Line 27d--Reportable Transactions

                         Period ended December 31, 1998
<TABLE>
<CAPTION>
<S>                         <C>                              <C>             <C>            <C>             <C>
    Identity of Parties                                    Purchase         Selling        Cost of        Net Gain
     Involved                 Description of Assets         Price            Price      Assets Sold        (Loss)

Category I--Individual transactions in excess of 5% of plan assets

Wheat First Union            Sold interest in
Stable Value Fund              Stable Value Fund          $        -     $638,637       $638,637         $     -

Wheat First Union            Sold interest in
Stable Value Fund              Stable Value Fund                   -      508,415        508,415               -

Wheat First Union            Sold interest in
Stable Value Fund              Stable Value Fund                   -      514,863        514,863               -

Commerce Stock Fund*         Purchased interest in
                               Commerce Stock Fund           670,705            -              -               -

Commerce Stock Fund*         Purchased interest in
                               Commerce Stock Fund           415,769            -              -               -

Provident Mutual             Purchased interest in
Stable Value Fund              Stable Value Fund           6,139,137            -              -               -

Provident Mutual             Purchased interest in
Stable Value Fund              Stable Value Fund           3,217,088            -              -               -

Provident Mutual             Purchased interest in
Stable Value Fund              Stable Value Fund           1,313,804            -              -               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      544,576        544,576               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      695,670        695,670               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      698,386        698,386               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      373,926        373,926               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      594,609        594,609               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -    1,057,680      1,057,680               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -    1,298,774      1,298,774               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      720,488        720,488               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -      449,669        449,669               -

Provident Mutual             Sold interest in
Stable Value Fund              Stable Value Fund                   -    1,113,681      1,113,681               -

Provident Mutual             Purchased interest in
Domestic Conservative Fund     Domestic Conservative Fund    373,926            -              -               -

Provident Mutual             Purchased interest in
Domestic Moderate Fund         Domestic Moderate Fund      1,057,680            -              -               -

Provident Mutual             Purchased interest in
Domestic Moderate Fund         Domestic Moderate Fund        449,669            -              -               -

Provident Mutual             Purchased interest in
Domestic Aggressive Fund       Domestic Aggressive Fund    1,298,774            -              -               -

Provident Mutual             Purchased interest in
Domestic Aggressive Fund       Domestic Aggressive Fund    1,113,681            -              -               -

Provident Mutual             Purchased interest in
Global Aggressive Fund         Global Aggressive Fund        594,609            -              -               -
<PAGE>

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

Wheat First Union          23 purchase transactions;          38,565       1,829,277               -               -
Stable Value Fund          10 sales transactions

Wheat First Union          201 purchase transactions;        131,138         685,942         660,478          25,464
Most Conservative Fund     103 sales transactions

Wheat First Union          253 purchase transactions;        687,351       1,576,569       1,454,919         121,650
Moderate Growth Fund       125 sales transactions

Wheat First Union          241 purchase transactions;        519,624       2,225,797       1,992,027         233,770
Growth Fund                151 sales transactions

Wheat First Union          226 purchase transactions;        468,358       1,858,025       1,686,624         171,401
Aggressive Fund            154 sales transactions

Commerce Stock Fund *      40 purchase transactions;       2,262,012         148,235         105,871          42,364
                           10 sales transactions

Provident Mutual           41 purchase transactions;      10,805,169       9,262,606       9,262,606               -
Stable Value Fund          47 sales transactions

Provident Mutual           31 purchase transactions;         581,473             189             189               -
Domestic Conservative      2 sales transactions
Fund

Provident Mutual           36 purchase transactions;       1,837,859           1,818           1,818               -
Domestic Moderate Fund     5 sales transactions

Provident Mutual           36 purchase transactions;       2,915,186          20,207          20,207               -
Domestic Aggressive        12 sales transactions
Fund

Provident Mutual           35 purchase transactions;         842,171           2,190           2,190               -
Global Aggressive          3 sales transactions
Fund
</TABLE>
There were no category II or IV transactions during the period.

* Indicates party-in-interest to the plan.

15
<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. 1 to its
Annual Report of Form 10-K for the year ended December 31, 1998 to be signed on
its behalf by the undersigned thereunto duly authorized.


                                           COMMERCE BANCORP, INC.




Date:  July 13, 1999                       By: /s/ Douglas J. Pauls
                                           -----------------------------
                                           Douglas J. Pauls
                                           Senior Vice President and Controller