SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q


(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarter ended September 30, 2000
                           ------------------

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     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 or other jurisdiction of                    (IRS Employer Identification
 incorporation or organization)                                Number)

     Commerce Atrium, 1701 Route 70 East, Cherry Hill, New Jersey 08034-5400
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (856) 751-9000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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
                       ---                           ---

                      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 practical date.

       Common Stock                                    31,451,567
--------------------------------------------------------------------------------
     (Title of Class)                          (No. of Shares Outstanding
                                                    as of 11/03/00)


<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
                                                                            ----



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets (unaudited)
        September 30, 2000 and December 31, 1999...............................1

        Consolidated  Statements of Income  (unaudited) Three months ended
        September 30, 2000 and September 30, 1999 and nine months ended
        September 30, 2000 and September 30, 1999..............................2

        Consolidated Statements of Cash Flows (unaudited)
        Nine months ended September 30, 2000 and
        September 30, 1999.....................................................3

        Notes to Consolidated Financial Statements (unaudited).................4

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation.....................................7

Item 3. Quantitative and Qualitative Disclosures About Market Risk............13

PART II.OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K......................................14





<PAGE>
<TABLE>
<CAPTION>

                                      COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                                    (unaudited)
<S>                                                                                  <C>               <C>
                  -----------------------------------------------------------------------------------------------
                                                                                  September 30,      December 31,
                                                                                 --------------------------------
                  (dollars in thousands)                                             2000              1999
                  -----------------------------------------------------------------------------------------------
Assets            Cash and due from banks                                            $367,393          $317,624
                  Federal funds sold                                                                      5,300
                                                                                 -------------    --------------
                       Cash and cash equivalents                                      367,393           322,924
                  Loans held for sale                                                                     5,704
                  Trading securities                                                  183,895           117,837
                  Securities available for sale                                     1,869,246         1,664,257
                  Securities held to maturity                                       1,286,711         1,201,892
                       (market value 09/00-$1,252,206; 12/99-$1,155,447)
                  Loans                                                             3,655,812         2,961,088
                       Less allowance for loan losses                                  47,357            38,382
                                                                                 -------------    --------------
                                                                                    3,608,455         2,922,706
                  Bank premises and equipment, net                                    249,698           198,515
                  Other assets                                                        216,023           201,958
                                                                                 -------------    --------------
                                                                                   $7,781,421        $6,635,793
                                                                                 =============    ==============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                        $2,444,518        $2,063,899
                           Noninterest-bearing                                      1,666,274         1,420,865
                       Savings                                                      1,468,291         1,054,791
                       Time                                                         1,516,947         1,069,365
                                                                                 -------------    --------------
                           Total deposits                                           7,096,030         5,608,920

                  Other borrowed money                                                 88,567           558,092
                  Other liabilities                                                    75,089            31,525
                  Trust Capital Securities - Commerce Capital Trust I                  57,500            57,500
                  Long-term debt                                                       23,000            23,000
                                                                                 -------------    --------------
                                                                                    7,340,186         6,279,037


Stockholders'     Common stock, 31,425,060 shares
Equity                 issued (29,844,314 shares 12/99)                                49,102            44,418
                  Capital in excess of par or stated value                            407,426           321,443
                  Retained earnings                                                    13,388            32,263
                  Accumulated other comprehensive income                             (27,059)          (39,744)
                                                                                 -------------    --------------
                                                                                      442,857           358,380

                  Less treasury stock, at cost                                          1,622             1,624
                                                                                 -------------    --------------
                           Total stockholders' equity                                 441,235           356,756
                                                                                 -------------    --------------

                                                                                   $7,781,421        $6,635,793
                                                                                 =============    ==============

See accompanying notes
</TABLE>




                                                        1


<PAGE>

<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF INCOME
                                                       (unaudited)
<S>                                                               <C>            <C>           <C>            <C>
              ---------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended             Nine Months Ended
                                                                    September 30,                 September 30,
                                                             ----------------------------------------------------------
              (dollars in thousands, except per share amounts)     2000           1999           2000           1999
              ---------------------------------------------------------------------------------------------------------
Interest      Interest and fees on loans                          $76,601        $55,664       $210,080       $156,228
income        Interest on investments                              52,871         42,949        152,925        122,723
              Other interest                                        1,713            484          3,689            868
                                                             -------------   ------------   ------------   ------------
                       Total interest income                      131,185         99,097        366,694        279,819
                                                             -------------   ------------   ------------   ------------

Interest      Interest on deposits:
expense            Demand                                          19,641         11,914         51,937         31,607
                   Savings                                         10,652          5,349         26,346         15,264
                   Time                                            20,614         14,999         52,148         44,684
                                                             -------------   ------------   ------------   ------------
                       Total interest on deposits                  50,907         32,262        130,431         91,555
              Interest on other borrowed money                      3,115          2,074         14,323          4,929
              Interest on long-term debt                            1,599          1,782          4,755          5,345
                                                             -------------   ------------   ------------   ------------
                       Total interest expense                      55,621         36,118        149,509        101,829
                                                             -------------   ------------   ------------   ------------

              Net interest income                                  75,564         62,979        217,185        177,990
              Provision for loan losses                             3,668          1,653         10,803          6,111
                                                             -------------   ------------   ------------   ------------
              Net interest income after provision for
                   loan losses                                     71,896         61,326        206,382        171,879

Noninterest   Deposit charges and service fees                     14,758         11,272         40,295         31,824
income        Other operating income                               22,930         16,690         67,838         50,067
              Net investment securities gains                                        270            820          1,535
                                                             -------------   ------------   ------------   ------------
                       Total noninterest income                    37,688         28,232        108,953         83,426
                                                             -------------   ------------   ------------   ------------

Noninterest   Salaries                                             30,685         26,433         89,038         74,283
expense       Benefits                                              6,131          4,807         18,734         14,704
              Occupancy                                             7,651          5,765         22,335         16,065
              Furniture and equipment                               9,943          8,336         29,411         22,890
              Office                                                6,204          5,403         17,758         15,554
              Audit and regulatory fees and assessments               947            738          2,317          1,942
              Marketing                                             3,147          2,735          8,109          6,901
              Other real estate (net)                                 104            454            858          1,423
              Other                                                13,689         10,343         39,345         30,278
                                                             -------------   ------------   ------------   ------------
                       Total noninterest expenses                  78,501         65,014        227,905        184,040
                                                             -------------   ------------   ------------   ------------

              Income before income taxes                           31,083         24,544         87,430         71,265
              Provision for federal and state income taxes         10,092          7,704         28,767         22,928
                                                             -------------   ------------   ------------   ------------
              Net income                                          $20,991       $ 16,840        $58,663        $48,337
                                                             =============   ============   ============   ============

              Net income per common and common
                 equivalent share:
                       Basic                                        $0.68          $0.58          $1.91          $1.67
                                                             -------------   ------------   ------------   ------------
                       Diluted                                      $0.64          $0.56          $1.84          $1.60
                                                             -------------   ------------   ------------   ------------
              Average common and common equivalent
                 shares outstanding:
                       Basic                                       31,109         29,233         30,676         29,022
                                                             -------------   ------------   ------------   ------------
                       Diluted                                     32,752         30,318         31,965         30,311
                                                             -------------   ------------   ------------   ------------
              Cash dividends declared, common stock                 $0.25          $0.21          $0.74          $0.63
                                                             =============   ============   ============   ============
</TABLE>

                                                 See accompanying notes

                                                           2
<PAGE>

<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)
<S>                                                                                        <C>                <C>
                  ------------------------------------------------------------------------------------------------------
                                                                                                Nine Months Ended
                                                                                                  September 30,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                     2000               1999
                  ------------------------------------------------------------------------------------------------------
Operating         Net income                                                               $58,663            $48,337
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                            10,803              6,111
                       Provision for depreciation, amortization and accretion               23,645             21,913
                       Gains on sales of securities available for sale                        (820)            (1,535)
                       Proceeds from sales of mortgages held for sale                        6,241             92,319
                       Originations of mortgages held for sale                                (537)           (78,663)
                       Net loan chargeoffs                                                  (1,828)            (1,458)
                       Net increase in trading securities                                  (66,058)            (5,962)
                       Increase in other assets                                            (21,364)           (44,783)
                       Increase (decrease) in other liabilities                             43,564             (5,824)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                      52,309             30,455

Investing         Proceeds from the sales of securities available for sale                 167,134            250,179
activities        Proceeds from the maturity of securities available for sale              226,414            240,316
                  Proceeds from the maturity of securities held to maturity                132,086            204,345
                  Purchase of securities available for sale                               (577,900)          (843,644)
                  Purchase of securities held to maturity                                 (217,179)          (103,329)
                  Net increase in loans                                                   (703,743)          (599,149)
                  Proceeds from sales of loans                                               9,019              7,919
                  Purchases of premises and equipment                                      (74,386)           (47,567)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by financing activities                      (1,038,555)          (890,930)

Financing         Net increase in demand and savings deposits                            1,039,528            424,428
activities        Net increase in time deposits                                            447,582            151,498
                  Net (decrease) increase in other borrowed money                         (469,525)           269,624
                  Dividends paid                                                           (22,071)           (17,325)
                  Proceeds from issuance of common stock under
                  Dividend reinvestment and other stock plans                               40,715             20,886
                  Other                                                                     (5,514)               216
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                   1,030,715            849,327

                  Increase (decrease) in cash and cash equivalents                          44,469            (11,148)
                  Cash and cash equivalents at beginning of year                           322,924            277,615
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $367,393           $266,467
                  ======================================================================================================

                  Supplemental  disclosures of cash flow information:  Cash paid
                     during the period for:
                       Interest                                                           $146,517           $101,176
                       Income taxes                                                         27,681             23,568
                     Other noncash activities:
                       Transfer of securities to securities available for sale                                 91,010
                          Securitization of loans                                          106,481            129,768
                  ------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes


                                       3
<PAGE>


                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

A.   Consolidated Financial Statements

The consolidated financial statements included herein have been prepared without
audit  pursuant to the rules and  regulations  of the  Securities  and  Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.   The  accompanying  condensed  consolidated  financial  statements
reflect all adjustments which are, in the opinion of management,  necessary to a
fair  statement  of  the  results  for  the  interim  periods  presented.   Such
adjustments are of a normal recurring nature.

These condensed  consolidated financial statements should be read in conjunction
with the audited  financial  statements  and the notes  thereto  included in the
registrant's  Annual Report on Form 10-K for the period ended December 31, 1999.
The results for the three  months ended  September  30, 2000 and the nine months
ended September 30, 2000 are not necessarily  indicative of the results that may
be expected for the year ended December 31, 2000.

The consolidated  financial statements include the accounts of Commerce Bancorp,
Inc. and all of its subsidiaries,  including  Commerce Bank, N.A. (Commerce NJ),
Commerce   Bank/Pennsylvania,   N.A.,   Commerce   Bank/Shore,   N.A.,  Commerce
Bank/North, Commerce Bank/Central, N.A., Commerce Bank/Delaware,  N.A., Commerce
National  Insurance  Services,  Inc.  (Commerce  National  Insurance),  Commerce
Capital  Trust I, and  Commerce  Capital  Markets,  Inc.  (CCMI).  All  material
intercompany transactions have been eliminated.

B.   Commitments

In the normal course of business,  there are various outstanding  commitments to
extend credit, such as letters of credit and unadvanced loan commitments,  which
are  not  reflected  in  the  accompanying  consolidated  financial  statements.
Management  does  not  anticipate  any  material  losses  as a  result  of these
transactions.

C.   Comprehensive Income

Total  comprehensive  income,  which for the  Company  included  net  income and
unrealized  gains and losses on the  Company's  available  for sale  securities,
amounted to $39.0 million and $7.8 million,  respectively,  for the three months
ended  September 30, 2000 and 1999. For the nine months ended September 30, 2000
and 1999,  total  comprehensive  income  was $71.3  million  and $12.0  million,
respectively.








                                       4
<PAGE>


                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

Selected segment information is as follows:
<TABLE>
<CAPTION>
<S>                                       <C>             <C>        <C>           <C>           <C>          <C>
-------------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                 September 30, 2000                       September 30, 1999
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
Net interest income                       $75,738         $(174)     $75,564       $64,741       $(1,762)     $62,979
Provision for loan losses                   3,668                      3,668         1,653                      1,653
                                      -----------------------------------------------------------------------------------

Net interest income after provision        72,070          (174)      71,896        63,088        (1,762)      61,326
Noninterest income                         22,529        15,159       37,688        16,966        11,266       28,232
Noninterest expense                        65,800        12,701       78,501        54,397        10,617       65,014
                                      -----------------------------------------------------------------------------------
Income before income taxes                 28,799         2,284       31,083        25,657        (1,113)      24,544
Income tax expense                          9,466           626       10,092         8,094          (390)       7,704
                                      -----------------------------------------------------------------------------------
Net income                                $19,333        $1,658      $20,991       $17,563         $(723)     $16,840
                                      ===================================================================================

Average assets (in millions)           $6,820,784      $761,746   $7,582,530    $5,431,034      $592,980   $6,024,014
                                      ===================================================================================


-------------------------------------------------------------------------------------------------------------------------
                                                  Nine Months Ended                        Nine Months Ended
                                                 September 30, 2000                       September 30, 1999
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
Net interest income                      $219,253       $(2,068)    $217,185      $183,075       $(5,085)    $177,990
Provision for loan losses                  10,803                     10,803         6,111                      6,111
                                      -----------------------------------------------------------------------------------

Net interest income after provision       208,450        (2,068)     206,382       176,964        (5,085)     171,879
Noninterest income                         63,777        45,176      108,953        47,213        36,213       83,426
Noninterest expense                       188,770        39,135      227,905       151,719        32,321      184,040
                                      -----------------------------------------------------------------------------------
Income before income taxes                 83,457         3,973       87,430        72,458        (1,193)      71,265
Income tax expense                         27,495         1,272       28,767        23,427          (499)      22,928
                                      -----------------------------------------------------------------------------------
Net income                                $55,962        $2,701      $58,663       $49,031         $(694)     $48,337
                                      ===================================================================================

Average assets (in millions)           $6,448,989      $699,681   $7,148,670    $5,158,501      $584,261   $5,742,762
                                      ===================================================================================
</TABLE>

E.   Recent Accounting Statement

In June 1998, the Financial  Accounting Standards Board issued Statement No. 133
"Accounting for Derivative  Instruments and Hedging  Activities"  (FAS 133). FAS
133 will require the Company to recognize all  derivatives  on the balance sheet
at fair  value.  Derivatives  that are not hedges must be adjusted to fair value
through  income.  If the  derivative is a hedge,  depending on the nature of the
hedge, changes in the fair value of the derivative will either be offset against
the change in fair value of the hedged  asset or liability  through  earnings or
recognized in other comprehensive  income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings.  FAS 133, as amended,  becomes effective for
the Company beginning January 1, 2001. Although early adoption is allowed in any
quarterly  period  after June 1998,  the  Company  has no plans to adopt FAS 133
prior to the effective date.  Based on the Company's  minimal use of derivatives
at the current time,  management does not expect the adoption of FAS 133 to have
a significant  effect on results of operations or the financial  position of the
Company. However, the impact from adopting FAS 133 will depend on the nature and
purpose of the derivative instruments in use by the Company at that time.


                                       5
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


F.   Trust Capital Securities

On June 9,  1997,  the  Company  issued  $57.5  million of 8.75%  Trust  Capital
Securities  through Commerce  Capital Trust I, a newly formed Delaware  business
trust  subsidiary of the Company.  The net proceeds of the offering will be used
for general corporate  purposes,  which may include  contributions to subsidiary
banks  to  fund  their   operations,   the  financing  of  one  or  more  future
acquisitions,  repayment  of  indebtedness  of the Company or of its  subsidiary
banks,  investments  in or  extensions  of  credit to its  subsidiaries,  or the
repurchase  of shares  of the  Company's  outstanding  common  stock.  All $57.5
million of the Trust Capital Securities qualify as Tier 1 capital for regulatory
capital purposes.

G.   Earnings Per Share

The  calculation  of earnings per share  follows (in  thousands,  except for per
share amounts):
<TABLE>
<CAPTION>
                                                         Three Months Ended                  Nine Months Ended
                                                            September 30                       September 30
                                                   -------------------------------------------------------------------
                                                       2000              1999             2000              1999
----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>               <C>
Basic:
Net income applicable to common stock                   $ 20,991          $ 16,840          $58,663           $48,337
                                                   ==============    ==============   ==============    ==============

Average common shares outstanding                         31,109            29,233           30,676            29,022
                                                   ==============    ==============   ==============    ==============

Net income per common share - basic                       $ 0.68            $ 0.58           $ 1.91            $ 1.67
                                                   ==============    ==============   ==============    ==============


Diluted:
Net income applicable to common stock
on a diluted basis                                      $ 20,991          $ 16,840          $58,663           $48,337
                                                   ==============    ==============   ==============    ==============


Average common shares outstanding                         31,109            29,233           30,676            29,022
Additional shares considered in diluted
computation assuming:
Exercise of stock options                                  1,643             1,085            1,289             1,289
                                                   --------------    --------------   --------------    --------------
Average common shares outstanding
on a diluted basis                                        32,752            30,318           31,965            30,311
                                                   ==============    ==============   ==============    ==============

Net income per common share - diluted                     $ 0.64            $ 0.56           $ 1.84            $ 1.60
                                                   ==============    ==============   ==============    ==============
</TABLE>





                                       6
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation

Capital Resources

At September 30, 2000,  stockholders'  equity totaled $441.2 million or 5.67% of
total  assets,  compared to $356.8  million or 5.38% of total assets at December
31, 1999.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at September 30, 2000 and 1999:
<TABLE>
<CAPTION>
<S>                                      <C>            <C>        <C>             <C>        <C>             <C>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
September 30, 2000
Company
       Risk based capital ratios:
       Tier 1                             $521,871       10.90%     $191,453        4.00%      $287,179        6.00%
       Total capital                       578,428       12.09       382,905        8.00        478,632       10.00
     Leverage ratio                        521,871        6.85       304,648        4.00        380,810        5.00

Commerce NJ Risk based capital ratios:
       Tier 1                             $259,538        9.10%    $ 114,055        4.00%      $171,083        6.00%
       Total capital                       287,271       10.07       228,110        8.00        285,138       10.00
     Leverage ratio                        259,538        6.15       168,758        4.00        210,947        5.00

September 30, 1999
Company
     Risk based capital ratios:
       Tier 1                             $424,423       11.48%    $ 147,915        4.00%      $221,873        6.00%
       Total capital                       474,141       12.82       295,830        8.00        369,788       10.00
     Leverage ratio                        424,423        7.02       242,000        4.00        302,500        5.00

Commerce NJ Risk based capital ratios:
       Tier 1                             $212,741       10.31%     $ 82,527        4.00%      $123,791        6.00%
       Total capital                       232,317       11.26       165,055        8.00        206,319       10.00
     Leverage ratio                        212,741        6.35       134,007        4.00        167,509        5.00
</TABLE>

At September 30, 2000, the Company's consolidated capital levels and each of the
Company's  bank   subsidiaries   met  the  regulatory   definition  of  a  "well
capitalized" financial institution, i.e., a leverage capital ratio exceeding 5%,
a Tier 1 risk-based  capital ratio exceeding 6%, and a total risk-based  capital
ratio  exceeding  10%.  Management  believes that as of September 30, 2000,  the
Company and its  subsidiaries  meet all capital  adequacy  requirements to which
they are subject.

Deposits

Total  deposits at September 30, 2000 were $7.10 billion,  up $1.59 billion,  or
29% over total  deposits of $5.50 billion at September 30, 1999, and up by $1.49
billion,  or 27% from year-end 1999. Deposit growth during the first nine months
of 2000  included core deposit  growth in all  categories as well as growth from
the public sector. The Company  experienced  "same-store core deposit growth" of
15.2% at  September  30,  2000 as  compared  to  deposits  a year ago for  those
branches open for more than two years.

                                       7
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


Interest Rate Sensitivity and Liquidity

The Company's risk of loss arising from adverse changes in the fair market value
of financial instruments, or market risk, is composed primarily of interest rate
risk.  The  primary  objective  of  the  Company's  asset/liability   management
activities  is to maximize net interest  income,  while  maintaining  acceptable
levels of interest rate risk. The Company's  Asset/Liability Committee (ALCO) is
responsible for  establishing  policies to limit exposure to interest rate risk,
and to ensure  procedures  are  established  to  monitor  compliance  with these
policies. The guidelines established by ALCO are reviewed by the Company's Board
of Directors.

Management considers the simulation of net interest income in different interest
rate environments to be the best indicator of the Company's  interest rate risk.
Income  simulation  analysis  captures not only the  potential of all assets and
liabilities to mature or reprice, but also the probability that they will do so.
Income  simulation also attends to the relative  interest rate  sensitivities of
these  items,  and  projects  their  behavior  over an extended  period of time.
Finally,  income simulation permits management to assess the probable effects on
the balance  sheet not only of changes in interest  rates,  but also of proposed
strategies for responding to them.

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting net income over the next 24 months in a flat rate scenario versus net
income in alternative  interest rate scenarios.  Management  continually reviews
and  refines  its  interest  rate risk  management  process in  response  to the
changing   economic   climate.   Currently,   the  Company's  model  projects  a
proportionate  200 basis point change during the next year, with rates remaining
constant in the second year.  The  Company's  ALCO policy has  established  that
interest income  sensitivity will be considered  acceptable if net income in the
above  interest  rate  scenario  is  within  15% of net  income in the flat rate
scenario  in the first  year and  within  30% over the two year time  frame.  At
September 30, 2000, the Company's  income  simulation model indicates net income
would  increase  by 7.61% and  4.80% in the first  year and over a two year time
frame,  respectively,  if rates decreased as described  above, as compared to an
increase of 5.71% of 0.66%,  respectively,  at September  30, 1999. At September
30, 2000,  the model  projects that net income would decrease by 7.52% and 5.31%
in the  first  year and  over a two  year  time  frame,  respectively,  if rates
increased  as  described  above,  as  compared to a decrease of 8.92% and 6.67%,
respectively,  at September 30, 1999.  All of these net income  projections  are
within  an  acceptable  level of  interest  rate  risk  pursuant  to the  policy
established by ALCO.

In the event the Company's  interest rate risk models  indicate an  unacceptable
level of risk, the Company could undertake a number of actions that would reduce
this risk,  including the sale of a portion of its available for sale portfolio,
the use of risk  management  strategies such as interest rate swaps and caps, or
the extension of the maturities of its short-term borrowings.

Management  also  monitors  interest  rate risk by  utilizing a market  value of
equity model. The model assesses the impact of a change in interest rates on the
market value of all the  Company's  assets and  liabilities,  as well as any off
balance  sheet items.  The model  calculates  the market value of the  Company's
assets and liabilities in excess of book value in the current rate scenario, and
then  compares the excess of market value over book value given an immediate 200
basis point change in rates.  The Company's ALCO policy indicates that the level
of interest  rate risk is  unacceptable  if the immediate 200 basis point change
would  result in the loss of 60% or more of the excess of market value over book
value in the current rate  scenario.  At September 30, 2000, the market value of
equity model indicates an acceptable level of interest rate risk.

Liquidity  involves the Company's ability to raise funds to support asset growth
or decrease assets to meet deposit  withdrawals  and other  borrowing  needs, to
maintain reserve requirements and to otherwise operate the Company on an ongoing
basis.  The  Company's  liquidity  needs  are  primarily  met by  growth in core
deposits,  its  cash  and  federal  funds  sold  position,  cash  flow  from its
amortizing  investment  and loan  portfolios,  as well as the use of  short-term
borrowings, as required.


                                       8
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


Short-Term Borrowings

Short-term borrowings,  or other borrowed money, consist primarily of securities
sold under agreements to repurchase and overnight lines of credit,  and are used
to meet short term funding needs. At September 30, 2000,  short-term  borrowings
aggregated $88.6 million and had an average rate of 6.49%, as compared to $558.1
million at an average rate of 5.38% at December 31, 1999.

Interest Earning Assets

For the nine month period ended  September  30, 2000,  interest  earning  assets
increased  $1.04 billion from $5.96 billion to $6.99 billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans

During the first nine months of 2000,  loans increased $685.7 million from $2.92
billion to $3.61 billion.  At September 30, 2000, loans represented 51% of total
deposits and 46% of total assets. All segments of the loan portfolio experienced
growth in the first nine months of 2000,  including  loans secured by commercial
real estate properties, commercial loans, and consumer loans.

Investments

In total, for the first nine months of 2000, securities increased $355.9 million
from $2.98 billion to $3.34 billion.  Deposit  growth and other funding  sources
were used to increase the Company's investment portfolio. The available for sale
portfolio  increased  $205.0 million to $1.87 billion at September 30, 2000 from
$1.66  billion  at  December  31,  1999,  and the  securities  held to  maturity
portfolio  increased  $84.8  million to $1.29 billion at September 30, 2000 from
$1.20 billion at year-end  1999. The portfolio of trading  securities  increased
$66.1  million from  year-end  1999 to $183.9  million at September 30, 2000. At
September  30,  2000,  the  average  life  of  the   investment   portfolio  was
approximately  6.7 years,  and the  duration  was  approximately  4.7 years.  At
September 30, 2000, total securities represented 43% of total assets.

Net Income

Net income for the third quarter of 2000 was $21.0 million,  an increase of $4.2
million or 25% over the $16.8  million  recorded for the third  quarter of 1999.
Net income for the first nine months of 2000 was $58.7  million,  an increase of
$10.3 million or 21% over the $48.3 million recorded in the first nine months of
1999. On a per share basis, diluted net income for the third quarter of 2000 and
the first nine months of 2000 were $0.64 and $1.84 per common share  compared to
$0.56 and $1.60 per common share for the respective 1999 periods.

Return on average  assets (ROA) and return on average equity (ROE) for the third
quarter  of 2000 were  1.11% and  20.02%,  respectively,  compared  to 1.12% and
20.32%,  respectively,  for the same 1999 period. ROA and ROE for the first nine
months of 2000 were 1.09% and 20.38%, respectively, compared to 1.12% and 19.35%
a year ago.

Net Interest Income

Net interest  income  totaled  $75.6  million for the third  quarter of 2000, an
increase  of $12.7  million  or 20% from $63.0  million in the third  quarter of
1999.  Net  interest  income for the first nine  months of 2000  totaled  $217.2
million,  up $39.2  million  or 22% from the  first  nine  months  of 1999.  The
improvement in net interest  income for both periods was due primarily to volume
increases in the loan and investment portfolios.


                                       9
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Noninterest Income

Noninterest  income  totaled  $37.7  million for the third  quarter of 2000,  an
increase of $9.5 million or 33% from $28.2 million in the third quarter of 1999.
The increase was due primarily to increased other operating  income,  which rose
$6.2 million over the prior year,  including  increased revenues of $3.1 million
from Commerce National Insurance,  the Company's insurance brokerage subsidiary.
In addition,  deposit  charges and service fees  increased $3.5 million over the
third quarter of 1999 primarily due to higher transaction  volumes.  The Company
did not record any net investment securities gains in the third quarter of 2000,
as compared to $270 thousand a year ago.

For the first nine months of 2000, noninterest income totaled $109.0 million, an
increase of $25.5  million or 31% from $83.4 million in the first nine months of
1999.  Other  operating  income rose $17.8 million over the first nine months of
1999,  including  increased  revenues of $10.1  million from  Commerce  National
Insurance.  Deposit  charges and service  fees rose $8.5  million over the prior
year primarily due to higher transaction  volumes, and the Company recorded $820
thousand in net investment  securities gains in the first nine months of 2000 as
compared to $1.5 million a year ago.

Noninterest Expense

For the third quarter of 2000,  noninterest  expense  totaled $78.5 million,  an
increase of $13.5 million or 21% over the same period in 1999.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of branches increasing from 111 at September 30, 1999 to 140 at September
30, 2000, and the growth of Commerce  National  Insurance.  With the addition of
these new offices,  staff,  facilities,  and related expenses rose  accordingly.
Other  noninterest  expenses  rose $3.3 million over the third  quarter of 1999.
This increase resulted primarily from higher bank card-related  service charges,
increased  business   development   expenses,   and  increased   provisions  for
non-credit-related losses.

For the first nine months of 2000,  noninterest  expense totaled $227.9 million,
an increase of $43.9 million or 24% over $184.0 million in the first nine months
of 1999. Contributing to this increase was new branch activity and the growth of
Commerce National Insurance as noted above. Other noninterest expenses rose $9.1
million over the first nine months of 1999.  This  increase  resulted  primarily
from higher bank card-related  service charges,  increased business  development
expenses, and increased provisions for non-credit-related losses.


The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring gains) was 69.79% for the first nine months of 2000 as compared to
70.27% for the same 1999 period.  The Company's  efficiency  ratio remains above
its peer group primarily due to its aggressive growth expansion activities.

Loan and Asset Quality

Total  non-performing  assets  (non-performing  loans  and  other  real  estate,
excluding  loans  past  due 90 days or more  and  still  accruing  interest)  at
September  30, 2000 were $16.1  million,  or 0.21% of total  assets  compared to
$12.2 million or 0.18% of total assets at December 31, 1999 and $13.1 million or
0.21% of total assets at September 30, 1999.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest) at  September  30,
2000 were $13.2  million or 0.36% of total  loans  compared  to $8.7  million or
0.29% of total  loans at December  31,  1999 and $9.3  million or 0.34% of total
loans at September 30, 1999.  At September  30, 2000,  loans past due 90 days or
more and still  accruing  interest  amounted to $561  thousand  compared to $499
thousand  at  December  31,  1999 and  $581  thousand  at  September  30,  1999.
Additional loans considered as potential problem loans by the Company's internal
loan review department ($33.5 million at September 30, 2000) have been evaluated
as to risk  exposure  in  determining  the  adequacy of the  allowance  for loan
losses.

Other real estate (ORE) at September  30, 2000 totaled $2.9 million  compared to
$3.5 million at December 31, 1999 and $3.8 million at September 30, 1999.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.


                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


On pages 12 and 13 are tabular  presentation  showing detailed information about
the Company's  non-performing  loans and assets and an analysis of the Company's
allowance  for loan  losses  and other  related  data for  September  30,  2000,
December 31, 1999, and September 30, 1999.

Year 2000

In prior years,  The Company  discussed  the nature and progress of its plans to
become Year 2000 ready.  In 1999,  the Company  completed  its  remediation  and
testing of systems.  As a result of those planning and  implementation  efforts,
the  Company   experienced  no  significant   disruptions  in  mission  critical
information  and technology  systems,  and believes  those systems  successfully
responded to the Year 2000 date  change.  The  cumulative  cost of the Year 2000
compliance  process,  including internal and external personnel and any required
hardware and software modifications,  was less than $1.0 million. The Company is
not aware of any material problems resulting from Year 2000 issues,  either with
its internal systems,  or the products and services of third parties  (including
loan customers).

Forward-Looking Statements

The  Company  may  from  time  to time  make  written  or oral  "forward-looking
statements",  including  statements  contained in the Company's filings with the
Securities and Exchange Commission (including this Form 10-Q), in its reports to
stockholders and in other communications by the Company,  which are made in good
faith by the Company  pursuant to the "safe  harbor"  provisions  of the Private
Securities Litigation Reform Act of 1995.

These  forward-looking   statements  include  statements  with  respect  to  the
Company's  beliefs,  plans,  objectives,  goals,  expectations,   anticipations,
estimates  and   intentions,   that  are  subject  to   significant   risks  and
uncertainties  and are subject to change based on various factors (some of which
are beyond the Company's control). The words "may", "could", "should",  "would",
believe",  "anticipate",  "estimate",  "expect",  "intend",  "plan" and  similar
expressions are intended to identify forward-looking  statements.  The following
factors, among others, could cause the Company's financial performance to differ
materially from that expressed in such forward-looking  statements: the strength
of the United States economy in general and the strength of the local  economies
in which the Company conducts operations; the effects of, and changes in, trade,
monetary and fiscal policies,  including  interest rate policies of the Board of
Governors of the Federal Reserve System (the "FRB"); inflation;  interest rates,
market and monetary  fluctuations;  the timely  development of  competitive  new
products and  services by the Company and the  acceptance  of such  products and
services by customers;  the willingness of customers to substitute  competitors'
products and services  for the  Company's  products and services and vice versa;
the impact of changes in financial  services'  laws and  regulations  (including
laws  concerning  taxes,  banking,  securities  and  insurance);   technological
changes; future acquisitions;  the expense savings and revenue enhancements from
acquisitions  being less than  expected;  the growth  and  profitability  of the
Company's  noninterest  or fee income  being less than  expected;  unanticipated
regulatory  or judicial  proceedings;  changes in consumer  spending  and saving
habits;  and the success of the Company at  managing  the risks  involved in the
foregoing.

The  Company  cautions  that the  foregoing  list of  important  factors  is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.




                                       11
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


The following summary presents  information  regarding  non-performing loans and
assets as of September 30, 2000 and the preceding four quarters: (dollar amounts
in thousands)
<TABLE>
<CAPTION>
<S>                                           <C>           <C>            <C>            <C>             <C>
                                             September 30,    June 30,       March 31,    December 31,  September 30,
                                                  2000           2000           2000           1999          1999
                                             --------------------------------------------------------------------------
Non-accrual loans:
   Commercial                                       $5,771        $4,960         $5,272         $2,254          $2,827
   Consumer                                          1,296           891            709            674             748
   Real estate:
     Construction                                       50            55             55             55              55
     Mortgage                                        5,979         4,720          5,458          5,230           5,539
                                             --------------------------------------------------------------------------
         Total non-accrual loans                    13,096        10,626         11,494          8,213           9,169
                                             --------------------------------------------------------------------------

Restructured loans:
   Commercial                                           12           240            256            277              15
   Consumer
   Real estate:
     Construction
     Mortgage                                           85           183            189            192             108
                                             --------------------------------------------------------------------------
         Total restructured loans                       97           423            445            469             123
                                             --------------------------------------------------------------------------

Total non-performing loans                          13,193        11,049         11,939          8,682           9,292
                                             --------------------------------------------------------------------------

Other real estate                                    2,941         3,448          3,681          3,523           3,799
                                             --------------------------------------------------------------------------

Total non-performing assets                         16,134        14,497         15,620         12,205          13,091
                                             --------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                  561           473            916            499             581
                                             --------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                  $16,695       $14,970        $16,536        $12,704         $13,672
                                             ==========================================================================

Total non-performing loans as a
   percentage of total period-end loans          0.36%             0.32%          0.37%          0.29%           0.34%

Total non-performing assets as a
   percentage of total period-end assets         0.21%             0.19%          0.23%          0.18%           0.21%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets         0.21%             0.20%          0.24%          0.19%           0.22%

Allowance for loan losses as a percentage
   of total non-performing loans                  359%              398%           341%           442%            387%

Allowance for loan losses as a percentage
   of total period-end loans                     1.30%             1.28%          1.27%          1.30%           1.31%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of stockholders' equity and
   allowance for loan losses                       3%                 3%             4%             3%              4%
</TABLE>


                                                          12
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


The following  table  presents,  for the periods  indicated,  an analysis of the
allowance for loan losses and other related data: (dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                                                         Year
                                                      Nine Months Ended                  Ended
                                                ------------------------------
                                                 09/30/00           09/30/99           12/31/99
                                                -----------        -----------         ----------
<S>                                                <C>                <C>                <C>
Balance at beginning of period                     $38,382            $31,265            $31,265
Provisions charged to operating expenses            10,803              6,111              9,175
                                                -----------        -----------         ----------
                                                    49,185             37,376             40,440

Recoveries on loans charged-off:
Commercial                                             205                446                551
Consumer                                               214                193                286
Real estate                                             50                 72                132
                                                -----------        -----------         ----------
Total recoveries                                       469                711                969

Loans charged-off:
Commercial                                          (1,373)            (1,087)            (1,599)
Consumer                                              (870)              (805)            (1,078)
Real estate                                           (54)               (277)              (350)
                                                -----------        -----------         ----------
Total charge-offs                                   (2,297)            (2,169)            (3,027)
                                                -----------        -----------         ----------
Net charge-offs                                     (1,828)            (1,458)            (2,058)
                                                -----------        -----------         ----------

Balance at end of period                           $47,357            $35,918            $38,382
                                                ===========        ===========         ==========

Net charge-offs as a percentage of
average loans outstanding                             0.07%              0.08%              0.08%
</TABLE>


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

See Item 2 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation, Interest Rate Sensitivity and Liquidity.





                                       13
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

        No  reports  on Form 8-K were  filed  during  the  third  quarter  ended
September 30, 2000.




























                                       14
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                             COMMERCE BANCORP, INC.
                                  --------------------------------------------
                                                  (Registrant)










   November 13, 2000                          /s/ DOUGLAS J. PAULS
   -----------------              --------------------------------------------
        (Date)                                  DOUGLAS J. PAULS
                                              SENIOR VICE PRESIDENT
                                  (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)












                                       15