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

                                  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, 2000
                                       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 of          (I.R.S. Employee Identification Number)
 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: 856-751-9000

     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 ____.
     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 $1,749,057,600.(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                          31,960,287
 ------------------------------           --------------------------------------
      Title of Class                      No. of Shares Outstanding as of 3/2/01

                          ----------------------------
                       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, 2000 (the "Annual  Report").  Part III incorporates  certain  information by
reference from the  Registrant's  Proxy Statement for the 2001 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 2, 2001. 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, 2000, as filed with the Securities and Exchange Commission on
March 28, 2001, 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.




     COMMERCE BANCORP, INC.
     401(K) RETIREMENT PLAN

     Financial Statements and Supplemental Schedule

     Years ended December 31, 2000 and 1999 with Report of Independent Auditors






<PAGE>


                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                 Financial Statements and Supplemental Schedule

                     Years ended December 31, 2000 and 1999




                                    Contents


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

Audited Financial Statements

Statements of Assets Available for Benefits..................................2
Statements of Changes in Assets Available for Benefits.......................3
Notes to Financial Statements................................................4


Supplemental Schedule

Schedule of Assets (Held at End of Year).....................................8




<PAGE>

                         Report of Independent Auditors

Board of Directors
Commerce Bancorp, Inc.

We have audited the accompanying  statements of assets available for benefits of
the Commerce  Bancorp,  Inc. 401(k)  Retirement Plan (the "Plan") as of December
31, 2000 and 1999, and the related statements of changes in assets available for
benefits  for  the  years  then  ended.  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 auditing standards generally accepted
in the United States. 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, 2000 and 1999 and the changes in its assets  available  for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
(held at end of year) as of December  31,  2000,  is  presented  for purposes of
additional  analysis and is not a required part of the financial  statements but
is  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. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied  in our  audits  of the  financial  statements  and,  in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ Ernst & Young, LLP
June 4, 2001


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

                   Statements of Assets Available for Benefits



                                                     December 31
                                              2000                1999
                                        -------------------------------------

Assets
Investments                              $     49,215,121   $     39,711,484
                                        -------------------------------------
Assets available for benefits            $     49,215,121   $     39,711,484
                                        =====================================


See accompanying notes.


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

             Statements of Changes in Assets Available for Benefits



<TABLE>
<CAPTION>
                                                                Year ended December 31
                                                                2000             1999
                                                            ----------------------------
<S>                                                         <C>             <C>
Additions:
    Participant contributions                               $ 3,463,961     $ 2,581,835
    Rollovers and transfers in from other plans               1,575,296       8,573,482

    Investment income:
       Net realized and unrealized appreciation in fair
          value of investments                                6,739,741         811,311
       Interest and dividends                                   668,783         546,312
                                                            ----------------------------
Total additions                                              12,447,781      12,512,940

Deductions:
    Benefits paid to participants                             2,935,912       2,960,471
    Other                                                         8,232          17,704
                                                            ----------------------------
Total deductions                                              2,944,144       2,978,175
                                                            ----------------------------

Net increase                                                  9,503,637       9,534,765

Assets available for benefits:
    Beginning of year                                        39,711,484      30,176,719
                                                            ----------------------------
    End of year                                             $49,215,121     $39,711,484
                                                            ============================
</TABLE>

See accompanying notes.


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

                          Notes to Financial Statements

                                December 31, 1999


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 six
months of service and are age 21 or older. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).

Participants  of  various  other  employee  benefit  plans  became  eligible  to
participate in the Plan as a result of the acquisitions by the Company.  The net
assets of the other plans were  transferred  into the Plan during 2000 and 1999,
respectively:

<TABLE>
<CAPTION>
                                                              2000                1999
                                                        -----------------------------------
<S>                                                       <C>                <C>
     Traber & Vreeland                                    $  .9 million               -
     401(k) Plan of Prestige Financial Corp.                       -          $1.8 million
     401(k) Plan of Tinton Falls State Bank                        -            .8 million
</TABLE>

Contributions

Each year,  participants may contribute up to 15% of pretax annual  compensation
as defined  in the Plan up to maximum  IRS  limitations.  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.

Participants  may direct employer and employee  contributions  in any of various
fund options  offered by the Plan or they may elect to open  accounts that allow
participant-directed investments.

                                                                               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, 2000 and 1999 is $132,000 and $77,000,
respectively,  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)

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. For 2000 and 1999, no administrative
costs were paid by the Plan.

2. Summary of Significant Accounting Policies

Investment Valuation and Income Recognition

The Plan's  investments  are  stated at fair  value  which is based on net asset
value of shares on the last  business  day of the plan year for mutual funds and
the last  available  quoted  market  price  for  shares of  common  stock.  Debt
securities  are valued based on available  market  prices as  determined  by the
administrator.  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 accounting principles
generally  accepted in the United States  requires  management to make estimates
that affect the amounts  reported in the financial  statements and  accompanying
notes. Actual results could differ from those estimates.

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

                    Notes to Financial Statements (continued)

3. Investments

The Plan's  mutual funds are  administered  by Provident  Mutual Life  Insurance
Company. The Commerce Bancorp, Inc. Common Stock and self-directed  accounts are
administered  by Janney  Montgomery  Scott.  During the years ended December 31,
2000 and 1999, the Plan's investments appreciated (depreciated) in fair value as
determined by quoted market prices as follows:

<TABLE>
<CAPTION>
                                                           Year ended December 31
                                                          2000                 1999
                                                     -----------------------------------
<S>                                                  <C>                <C>
     Mutual funds and pooled accounts                ($      609,083)   $    1,074,776
     Commerce Bancorp, Inc. Common Stock                   3,333,799          (947,490)
     Self-directed accounts                                4,015,025           684,025
                                                     -----------------------------------
                                                     $     6,739,741    $      811,311
                                                     ===================================
</TABLE>

Investments that represent 5% or more of the fair value of the Plan's assets are
as follows:

<TABLE>
<CAPTION>
                                                                  December 31
                                                            2000               1999
                                                    ---------------------------------------
<S>                                                       <C>           <C>
     Commerce Bancorp, Inc. Common Stock                  23,819,573    $     15,267,852
     Provident Domestic Aggressive Fund                    5,063,420           5,111,152
</TABLE>

4. Income Tax Status

The Plan has received a determination  letter from the Internal  Revenue Service
dated October 17, 1998,  stating that the Plan is qualified under Section 401(a)
of the Internal  Revenue Code (the Code) and,  therefore,  the related  trust is
exempt  from  taxation.  Once  qualified,  the Plan is  required  to  operate in
conformity with the Code to maintain the  qualification.  The Plan administrator
believes  the  Plan  is  being  operated  in  compliance   with  the  applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt.

                                                                               7
<PAGE>

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

                                                      Schedule H, Line 4i -
                                              Schedule of Assets Held at End of Year


     Identity of issue, borrower,          Description of investment, including maturity date,                          Current
      lessor or similar party                  rate of interest, par or maturity value                                   value
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                                       <C>
Commerce Bancorp, Inc.*                                           238,375 shares                                      $23,819,573

Mutual Funds and Pooled Accounts
American Century Ultra Fund                                         66,690 units                                          653,200
Deutsche Equity 500 IX Fund                                         35,470 units                                          382,451
Fidelity VIP II ContraFund                                          40,682 units                                          445,836
Janus Aspen Worldwide Growth Fund                                   74,850 units                                          923,527
Provident Domestic Aggressive Fund                                 317,340 units                                        5,063,420
Provident Domestic Conservative Fund                                43,820 units                                          593,852
Provident Domestic Moderate Fund                                   145,839 units                                        2,350,319
Provident Global Aggressive Fund                                   110,093 units                                        1,805,506
Provident Stable Value Fund                                      1,493,936 units                                        1,790,124
                                                                                                                      -----------
                                                                                                                       14,008,235


Self-Directed Accounts
Alliance Capital Reserves                                        1,618,355 units                                        1,618,355
First Trust Unit 428                                                21,902 units                                          166,379
Franklin Strategic Biotech Discovery Fund A                            301 units                                           21,957
Franklin Strategic Nat Resource Fund CL A                              503 units                                            9,397
Massachusetts Investors Growth Class B                              28,864 units                                          464,703
Mevc Draper Fisher Jurvetson Fund I Inc.                             4,250 units                                           52,063
MFS Fund Class B                                                     4,270 units                                           52,438
Morgan Stanley Dean Witter Emerging Markets Fund                       200 units                                            1,750
Munder International Netnet Fund CL II                               1,000 units                                            4,940
Munder Future Tech Fund CL II                                        1,000 units                                            7,890
Nuveen Equity Port UT 2001 Peroni Top Ten Picks                     16,821 units                                          167,981
Nuveen Equity Port UT Peroni Growth Pt Mid 2000                     39,236 units                                          299,229
Pilgrim Funds Worldwide Growth FD CL B                                 492 units                                           12,744
Selected American Shares Inc.                                          277 units                                            9,798
Acclaim Entertainment                                                 500 shares                                              172
ADC Telecomm, Inc.                                                    200 shares                                            3,625
Agilent Tech Inc.                                                   1,000 shares                                           54,750
Air Pdts & Chemicals Inc.                                             152 shares                                            6,232
Allete Com                                                            550 shares                                           13,647
Alpha Pro Tech LTD                                                  1,000 shares                                            1,125
America Online                                                      9,485 shares                                          330,078
American Express Company                                              600 shares                                           32,963
American Tower Corp.                                                  250 shares                                            9,469
Ametek Inc.                                                           250 shares                                            6,484
Aperian Inc.                                                          666 shares                                              437


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

                                                      Schedule H, Line 4i -
                                        Schedule of Assets Held at End of Year (Continued)

<CAPTION>
     Identity of issue, borrower,          Description of investment, including maturity date,                          Current
      lessor or similar party                  rate of interest, par or maturity value                                   value
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                                       <C>
Applied Materials Inc.                                                500 shares                                           19,094
Applied Science & Tech Inc.                                           200 shares                                            2,400
Ariba Inc.                                                          2,000 shares                                          107,250
Arrow Intl Inc.                                                     1,000 shares                                           37,672
Artesian Res Corp                                                   1,000 shares                                           26,063
Astec Industries Inc.                                                 200 shares                                            2,638
At Home Corp. Ser A                                                   500 shares                                            2,766
AT&T Corp.                                                          3,737 shares                                           64,463
AT&T Wireless Group                                                   500 shares                                            8,656
Avaya Inc.                                                            266 shares                                            2,743
AXYS Pharmeceuticals Inc.                                             500 shares                                            2,813
B M C Software Inc.                                                   300 shares                                            4,200
Bio Technology Gen Corp.                                              500 shares                                            3,531
Black and Decker Corp.                                                300 shares                                           11,775
Carematrix Corp.                                                      111 shares                                               22
Cell Pathways Inc.                                                    250 shares                                            1,188
Cendant Corp.                                                       1,000 shares                                            9,625
Charming Shoppes, Inc.                                              3,000 shares                                           18,000
Chevron Corp.                                                          50 shares                                            4,222
Children's Place Retail Stores                                        100 shares                                            2,025
Ciena Corp.                                                           100 shares                                            8,125
Cisco Systems, Inc.                                                23,048 shares                                          881,586
Citigroup, Inc.                                                       504 shares                                           25,736
Citrix Systems Inc.                                                 4,000 shares                                           90,000
CMGI Inc.                                                             500 shares                                            2,797
Coca-Cola Company                                                     200 shares                                           12,188
Comdisco Inc.                                                         300 shares                                            3,431
Commerce One Inc. Del                                                 100 shares                                            2,531
Compaq Computer Corp.                                               1,200 shares                                           18,060
Conseco, Inc.                                                         900 shares                                           11,869
Covad Communications Group Inc.                                       250 shares                                              414
Cytogen Corp.                                                       1,000 shares                                            2,344
Dell Computer Corp.                                                10,200 shares                                          177,863
Diversinet Corp.                                                    1,000 shares                                            2,250
Donegal Group Inc.                                                  4,200 shares                                           39,900
Doubleclick, Inc.                                                   1,945 shares                                           21,395
Dow Chemical Company                                                  500 shares                                           18,313
E M C Corp Mass                                                       250 shares                                           16,625
Eaton Vance Income Trust                                           10,000 shares                                           83,750
Electronics Boutique Holdings Corp.                                   500 shares                                            8,750
Enron Corp.                                                           200 shares                                           16,625

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

                                                      Schedule H, Line 4i -
                                        Schedule of Assets Held at End of Year (Continued)

<CAPTION>

     Identity of issue, borrower,          Description of investment, including maturity date,                          Current
      lessor or similar party                  rate of interest, par or maturity value                                   value
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                                       <C>
Esoft Inc.                                                          5,000 shares                                            4,688
Europe FD Inc.                                                        200 shares                                            3,000
Exodus Commns Inc.                                                    200 shares                                            4,000
First Keystone Financial                                              100 shares                                            1,038
First Union Corp.                                                     500 shares                                           13,906
Ford Motor Co New                                                     262 shares                                            6,141
Gadzoox Networks Inc.                                                 200 shares                                              419
Gemstar TV Guide Intl Inc.                                            100 shares                                            4,613
General American Investors Co. Inc.                                   116 shares                                            4,176
General Electric Co                                                 4,700 shares                                          225,306
Genreral Motors Corp. New Cl H                                        159 shares                                            3,657
Genesis Health Ventures Inc.                                        2,000 shares                                               70
Global Crossing LTD                                                 2,250 shares                                           32,203
Hearx Ltd.                                                            100 shares                                              138
Heilig Meyers, Co.                                                    765 shares                                               26
Hewlett-Packard Company                                               200 shares                                            6,313
Hilton Hotels Corp.                                                   700 shares                                            7,350
Home Depot, Inc.                                                    1,972 shares                                           90,096
Indymac Mortgage Holdings                                             500 shares                                           14,750
Infospace Inc.                                                      2,000 shares                                           17,687
Intel Corp.                                                         5,900 shares                                          177,369
Intl Business Mach Corp.                                               72 shares                                            6,120
Invacare Corp.                                                        100 shares                                            3,425
Jagnotes.Com Inc.                                                   4,000 shares                                              760
JDS Uniphase Corp.                                                  2,048 shares                                           85,376
Juniper Networks Inc.                                               2,000 shares                                          252,125
Kensey Nash Corp.                                                     500 shares                                            5,063
LSI Logic Corp.                                                     1,200 shares                                           20,508
Lucent Technologies                                                 3,050 shares                                           41,175
Macromedia Inc.                                                       250 shares                                           15,188
Main Street Bancorp Inc.                                            2,000 shares                                           14,000
MBNA Corp.                                                            150 shares                                            5,541
Merck & Co.                                                           400 shares                                           37,450
Meritor Savings Bank                                                1,000 shares                                            1,734
Micron Technology Inc.                                                100 shares                                            3,550
Microsoft Corporation                                               6,642 shares                                          288,097
NASDAQ-100 Trust SR 1                                                 156 shares                                            9,107
NBC Internet Inc. Cl A                                                100 shares                                              350
NCO Group Inc.                                                        250 shares                                            7,594
Neoforma.com Inc.                                                     500 shares                                              406
Netspeak Corp.                                                        250 shares                                              391

                                                                                                                               10
<PAGE>
                                          Commerce Bancorp, Inc. 401(k) Retirement Plan

                                                      Schedule H, Line 4i -
                                        Schedule of Assets Held at End of Year (Continued)

<CAPTION>

     Identity of issue, borrower,          Description of investment, including maturity date,                          Current
      lessor or similar party                  rate of interest, par or maturity value                                   value
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                                       <C>
Nokia Corp Sponsored ADR                                            8,434 shares                                          366,879
North Fork Bancorp Inc.                                               500 shares                                           12,281
Novell Inc.                                                           500 shares                                            2,609
Opentv Corp. Cl A                                                     723 shares                                            7,501
Oracle Corp.                                                        6,640 shares                                          192,975
Park Place Entertainment Corp.                                        700 shares                                            8,356
Peoplesoft Inc.                                                       300 shares                                           11,156
Pep Boys Manny Moe & Jack                                           1,000 shares                                            3,625
Pepsico Incorporated                                                  200 shares                                            9,913
Peregrine Pharmeceutical Inc.                                       1,500 shares                                            1,406
Perrigo Co.                                                           500 shares                                            4,141
PetSmart, Inc.                                                        500 shares                                            1,438
Pfizer Incorporated                                                   225 shares                                           10,350
Pharmacia Corp.                                                       450 shares                                           27,450
Phil Suburban Corp.                                                   625 shares                                           15,313
PMC-Sierra Inc.                                                        25 shares                                            1,966
Premier Laser Systems                                               9,000 shares                                               35
Progress Financial Corp.                                            1,050 shares                                            7,481
Qlogic Corp.                                                          790 shares                                           60,830
Qualcomm Inc.                                                         200 shares                                           16,438
Regent Assisted Living                                              2,000 shares                                            1,500
Rite Aid Corp.                                                      1,500 shares                                            3,563
Safeguard Scientifics Inc.                                            400 shares                                            2,650
Saxt Inc.                                                           4,000 shares                                              320
SBC Communications Inc.                                               200 shares                                            9,550
Schlumberger Ltd.                                                     501 shares                                           40,049
Schwab Charles Corp                                                   150 shares                                            4,256
Scientific Atlanta, Inc.                                            1,000 shares                                           32,563
Scudder New Asia FD Inc.                                              200 shares                                            1,863
Siebel Systems Inc.                                                    50 shares                                             3,381
Sk Telecom Ltd Ard F                                                  100 shares                                            2,356
Solectron Corp.                                                       461 shares                                           15,628
Sonicblue Inc.                                                        250 shares                                            1,031
Sovereign Bancorp                                                   2,000 shares                                           16,250
Spartech Corp.                                                        500 shares                                           10,281
Spectrum Control Inc.                                                 700 shares                                            7,044
Speechworks Intl Inc.                                                  95 shares                                            4,661
St Jude Medical Inc.                                                  400 shares                                           24,575
Standard & Poors Depository Receipts                                  100 shares                                           13,119
Storage Technology                                                    400 shares                                            3,600
Strategic Solutions Group                                             500 shares                                               40

                                                                                                                               11
<PAGE>
                                          Commerce Bancorp, Inc. 401(k) Retirement Plan

                                                      Schedule H, Line 4i -
                                        Schedule of Assets Held at End of Year (Continued)

<CAPTION>

     Identity of issue, borrower,          Description of investment, including maturity date,                          Current
      lessor or similar party                  rate of interest, par or maturity value                                   value
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                                       <C>
Sun Microsystems Inc.                                               7,220 shares                                          201,258
Sunbeam Corp.                                                         125 shares                                               39
Syms Corp.                                                          3,000 shares                                           13,688
Synopsys Inc.                                                         500 shares                                           23,719
Tellabs Inc.                                                          200 shares                                           11,300
Telocity Inc.                                                       1,000 shares                                            2,000
Thistle Group Holdings                                             18,925 shares                                          151,400
Tommy Hilfiger Corp.                                                  250 shares                                            2,453
Transocean Sedco Forex F Inc.                                          96 shares                                            4,416
Trex Inc.                                                             250 shares                                            6,297
Union Community Bancorp                                             1,700 shares                                           21,250
Union Planters Corp.                                                  500 shares                                           17,875
United Parcel Svc Inc.                                                100 shares                                            5,875
Universal Display Corp.                                             2,250 shares                                           16,172
Usinternetworking Inc.                                                500 shares                                            2,500
Verticalnet Inc.                                                      300 shares                                            1,997
Viatel Inc.                                                           300 shares                                            1,116
Visteon Corp.                                                          19 shares                                              219
Wal-Mart Stores Inc.                                                1,100 shares                                           58,438
Walt Disney Company                                                   900 shares                                           26,044
Webb Interactive Svcs                                                 200 shares                                              338
Widecom Group Inc.                                                    625 shares                                              410
Worldcom Inc. GA New                                                   52 shares                                              731
Worldgate Commn Inc                                                 1,300 shares                                            4,956
Xerox Corp                                                            500 shares                                            2,313
Xilnx Inc.                                                            100 shares                                            4,613
Yardville Natl Bancorp                                                150 shares                                            1,809
Zeroplus.com Inc.                                                   2,400 shares                                              825
Federal Farm Credit Bank                                           45,000 principal, 7.00% due September 29, 2003          45,000
Federal Home Loan Bank                                             25,000 principal, 7.25% due February 10, 2005           25,719
Federal Home Loan Bank                                            250,000 principal, 7.025% due May 9, 2005               251,719
Federal Home Loan Bank                                             10,000 principal, 6.25% due May 19, 2004                 9,966
Federal Home Loan Bank Bond                                        50,000 principal, 5.705% due August 28, 2003            50,141
Federal Home Loan Bank Bond                                        60,000 principal, 4.775% due October 15, 2003           58,744
Federal Home Loan Bank Bond                                        20,000 principal, 6.00% due February 4, 2004            19,900
Federal Home Loan Bank Bond                                        15,000 principal, 7.375% due July 26, 2005              15,356
Federal Home Loan Bank Bond                                       100,000 principal, 7.44% due August 15, 2005            102,563
Federal Home Loan Bank Bond                                       100,000 principal, 7.00% due November 15, 2005          101,844
Federal Home Loan Bank Bond                                       100,000 principal, 7.15% due June 28, 2006              100,000
Federal Home Loan Bank Cons Bd                                     30,000 principal, 6.42% due October 30, 2001            30,131
Federal Home Loan Bank Cons Bd                                    150,000 principal, 7.125% due August 23, 2004           150,000

                                                                                                                               12

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

                                                      Schedule H, Line 4i -
                                        Schedule of Assets Held at End of Year (Continued)

<CAPTION>

     Identity of issue, borrower,          Description of investment, including maturity date,                          Current
      lessor or similar party                  rate of interest, par or maturity value                                   value
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                                                       <C>
Federal Home Loan Bank Strips                                     100,000 principal, 9.5% due February 25, 2003            88,595
Federal Home Loan Mortgage Corp                                   250,000 principal, 6.60% due December 13, 2001          250,115
Federal Home Loan Mortgage Corp                                   200,000 principal, 6.00% due January 13, 2004           199,062
Federal National Mortgage Association                              50,000 principal, 5.00% due November 5, 2003            49,113
Federal National Mortgage Association                              15,000 principal, 5.64% due March 8, 2004               14,874
Federal National Mortgage Association                              15,000 principal, 6.00% due April 13, 2004              14,944
Federal National Mortgage Association                              10,000 principal, 6.11% due April 26, 2004               9,975
Federal National Mortgage Association                             250,000 principal, 6.50% due August 15, 2004            257,265
U. S. Treasury Strips                                             110,000 principal, due November 15, 2001                104,913
U. S. Treasury Strips                                             320,000 principal, due November 15, 2005                251,400
Cit Group Inc. Sr. Notes                                          100,000 principal, 7.125% due October 15, 2004          100,326
Fletcher, NC Revenue Bond                                         100,000 principal, 9.50% due March 01, 2008              50,760
General Motors Acceptance Corp. Note B/E                          250,000 principal, 6.75% due February 7, 2002           248,750
General Motors Acceptance Corp. Note B/E                          250,000 principal, 7.75% due January 19, 2010           260,343
                                                                                                                       ----------
                                                                                                                       10,945,202

oans receivable from participants, with interest
ates ranging from 8.75% to 10.50%*                                                                                        442,111
                                                                                                                   --------------

                                                                                                                    $  49,215,121
                                                                                                                   ==============

<FN>
* Indicates party-in-interest to the Plan
"Cost" is not required for participant directed investments
</FN>

                                                                                                                               13
</TABLE>
<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, 2000 to be signed on
its behalf by the undersigned thereunto duly authorized.


                                           COMMERCE BANCORP, INC.




Date:  June 29, 2001                       By: /s/ Douglas J. Pauls
                                           -----------------------------
                                           Douglas J. Pauls
                                           Senior Vice President and
                                           Chief Accounting Officer