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, 1997

                                       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)


                                 (609) 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  _________________


<PAGE>


                      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                                   15,897,257
         (Title of Class)                       (No. of Shares Outstanding
                                                      as of  11/07/97)



Series C ESOP Cumulative Con-
   vertible Preferred Stock                              417,000
         (Title of Class)                       (No. of Shares Outstanding
                                                      as of  11/07/97)


<PAGE>


                     COMMERCE BANCORP, INC. AND SUBSIDIARIES




                                      INDEX



                                                                          Page


PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated  Balance Sheets  (unaudited)  
                        September 30, 1997 and December 31, 1996

                  Consolidated  Statements  of Income  (unaudited)  
                        Three  months  ended  September  30,  1997 and
                        September  30,  1996  and  nine  months  ended
                        September 30, 1997 and September 30, 1996


                  Consolidated Statements of Cash Flows (unaudited)
                        Nine  months  ended  September  30,  1997  and
                        September 30, 1996

                  Notes to Consolidated Financial Statements (unaudited)

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

PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

<PAGE>
                     Commerce Bancorp, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (unaudited)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                     September 30,     December 31,
                                                                                     --------------------------------
                 (dollars in thousands)                                                   1997              1996
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>               <C>  
Assets           Cash and due from banks                                                $170,959          $181,858
                 Federal funds sold                                                                         26,975
                                                                                   --------------------------------
                               Cash and cash equivalents                                 170,959           208,833
                 Mortgages held for sale                                                   3,925             1,314
                 Trading securities                                                        8,765            15,327
                 Securities available for sale                                         1,221,645           767,487
                 Securities held to maturity:
                             U.S. Government agency and mortgage-backed obligations      863,170           797,045
                             Obligations of state and political subdivisions              18,870            22,674
                             Other securities                                             18,921            17,793
                                                                                   --------------------------------
                               Total securities held to maturity
                                (market value 1997-$891,550; 1996-$815,888)              900,961           837,512
                 Loans                                                                 1,391,388         1,266,855
                             Less allowance for loan losses                               20,934            17,975
                                                                                   --------------------------------
                                                                                       1,370,454         1,248,880
                 Bank premises and equipment, net                                        104,481            94,339
                 Other assets                                                             63,985            58,460
                                                                                   --------------------------------
                                                                                      $3,845,175        $3,232,152
                                                                                   ================================

Liabilities      Deposits:
                             Demand:
                               Interest-bearing                                       $1,049,474          $884,310
                               Noninterest-bearing                                       698,403           626,664
                             Savings                                                     684,417           638,660
                             Time                                                        892,920           770,036
                                                                                   --------------------------------
                               Total deposits                                          3,325,214         2,919,670

                 Other borrowed money                                                    186,711            70,000
                 Other liabilities                                                        13,360            12,185
                 Obligation to Employee Stock Ownership Plan (ESOP)                        2,564             3,333
                 Trust Capital Securities - Commerce Capital Trust I                      57,500
                 Long-term debt                                                           23,000            23,000
                                                                                   --------------------------------
                                                                                       3,608,349         3,028,188

Stockholders'    Common stock, 15,950,314 shares issued (15,689,167 shares in 1996)       24,922            23,546
Equity           Series C preferred stock, 417,000 shares authorized, issued and 
                             outstanding (liquidating preference: $18.00 per 
                             share totaling $7,506)                                        7,506             7,506
                 Series A preferred stock                                                                       30
                 Capital in excess of par or stated value                                170,186           144,551
                 Retained earnings                                                        38,400            36,086
                                                                                   --------------------------------
                                                                                         241,014           211,719
                 Less commitment to ESOP                                                   2,564             4,403
                 Less treasury stock, at cost, 100,159 shares in 1997
                             (267,378 in 1996)                                             1,624             3,352
                                                                                   --------------------------------
                               Total stockholders' equity                                236,826           203,964
                                                                                   --------------------------------

                                                                                      $3,845,175        $3,232,152
                                                                                   ================================
</TABLE>

                                       4
<PAGE>
                     Commerce Bancorp, Inc. and Subsidiaries
                        Consolidated Statements of Income
                                   (unaudited)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                    September 30,
                                                            ------------------------         ------------------------
             (dollars in thousands, except per share amounts)  1997         1996                1997         1996
---------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>                 <C>          <C>    
Interest     Interest and fees on loans                        $30,798      $27,129             $88,730      $77,110
income       Interest on investments                            33,086       24,245              88,910       69,093
             Other interest                                        431          500               1,162        2,053
                                                            ------------------------         ------------------------
                  Total interest income                         64,315       51,874             178,802      148,256
                                                            ------------------------         ------------------------

Interest     Interest on deposits:
expense         Demand                                           6,337        5,159              17,646       14,444
                Savings                                          4,247        3,359              12,125        9,524
                Time                                            12,636       10,191              34,228       29,928
                                                            ------------------------         ------------------------
                  Total interest on deposits                    23,220       18,709              63,999       53,896
             Interest on other borrowed money                    1,735          479               3,199        1,122
             Interest on long-term debt                          1,780          507               3,104        1,519
                                                            ------------------------         ------------------------
                  Total interest expense                        26,735       19,695              70,302       56,537
                                                            ------------------------         ------------------------

             Net interest income                                37,580       32,179             108,500       91,719
             Provision for loan losses                           1,142          980               4,094        2,548
                                                            ------------------------         ------------------------
             Net interest income after provision for 
               loan losses                                      36,438       31,199             104,406       89,171

Noninterest  Deposit charges and service fees                    6,977        5,535              19,638       15,862
income       Other operating income                              6,685        2,082              20,544        5,627
             Net investment securities gains                     1,717           36               1,717          855
                                                            ------------------------         ------------------------
                  Total noninterest income                      15,379        7,653              41,899       22,344
                                                            ------------------------         ------------------------

Noninterest  Salaries                                           13,673        9,594              38,244       27,017
expense      Benefits                                            3,205        2,487               8,900        6,902
             Occupancy                                           3,767        3,031              10,361        8,982
             Furniture and equipment                             4,714        3,616              13,195       10,108
             Office                                              3,732        2,554              10,126        7,535
             Audit and regulatory fees and assessments             428        1,806               1,182        2,699
             Marketing                                           1,315        1,211               3,975        3,458
             Other real estate (net)                               407          422               1,368        1,428
             Other                                               4,480        3,120              12,683        9,657
                                                            ------------------------         ------------------------
                  Total noninterest expenses                    35,721       27,841             100,034       77,786
                                                            ------------------------         ------------------------

             Income before income taxes                         16,096       11,011              46,271       33,729
             Provision for federal and state income taxes        5,719        3,877              16,426       11,924
                                                            ------------------------         ------------------------
             Net income                                         10,377        7,134              29,845       21,805

             Dividends on preferred stocks                         141          141                 422          702
                                                            ========================         ========================
             Net income applicable to common stock             $10,236       $6,993             $29,423      $21,103
                                                            ========================         ========================

             Net income per common and common equivalent 
               share:
                Primary                                          $0.62        $0.47               $1.79        $1.47
                                                            ------------------------         ------------------------
                Fully diluted                                    $0.60        $0.44               $1.74        $1.37
                                                            ------------------------         ------------------------
             Average common and common equivalent 
               shares outstanding:
                Primary                                         16,592       14,860              16,449       14,343
                                                            ------------------------         ------------------------
                Fully diluted                                   17,227       15,915              17,177       15,816
                                                            ------------------------         ------------------------
             Cash dividends declared, common stock               $0.20        $0.17               $0.60        $0.49
                                                            ========================         ========================
</TABLE>
                                       5
<PAGE>
                     Commerce Bancorp, Inc. And Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                    Nine Months Ended September 30,
                                                                                    -------------------------------
                      (dollars in thousands)                                               1997             1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>          <C>   
Operating activities  Net income                                                         $29,845         21,805
                      Adjustments to reconcile net income to net cash
                         provided by operating activities:
                            Provision for loan losses                                      4,094          2,548
                            Provision for depreciation, amortization and accretion        12,719         12,215
                            Gains on sales of securities available for sale               (1,717)          (855)
                            Proceeds from sales of mortgages held for sale                16,539         19,200
                            Originations of mortgages held for sale                      (19,150)       (15,012)
                            Net loan (chargeoffs)                                         (1,135)        (1,699)
                            Net (increase) in trading securities                           6,562          5,640
                            (Increase) decrease in other assets                           (8,958)         7,463
                            Increase in other liabilities                                  1,175          4,747
                  ---------------------------------------------------------------------------------------------
                              Net cash provided by operating activities                   39,974         56,052

Investing activities  Proceeds from the sales of securities available for sale           134,141         64,526
                      Proceeds from the maturity of securities available for sale         92,816         33,485
                      Proceeds from the maturity of securities held to maturity           91,055         85,360
                      Purchase of securities available for sale                         (589,301)      (341,660)
                      Purchase of securities held to maturity                           (238,766)       (69,918)
                      Net increase in loans                                             (132,974)      (183,408)
                      Proceeds from sales of loans                                         8,441          8,222
                      Purchases of premises and equipment                                (20,161)       (18,775)
                  ---------------------------------------------------------------------------------------------
                              Net cash provided by operating activities                 (654,749)      (422,168)

Financing activities  Net increase in demand and savings deposits                        282,660        197,337
                      Net increase in time deposits                                      122,884         97,349
                      Net increase in other borrowed money                               116,711         25,000
                      Dividends paid                                                      (9,152)        (6,966)
                      Proceeds from issuance of Trust Capital Securities                  57,500
                      Proceeds from issuance of common stock under
                           dividend reinvestment and other stock plans                     5,119          9,890

                      Other                                                                1,179         (1,099)
                  ---------------------------------------------------------------------------------------------
                              Net cash provided  by financing activities                 576,901        321,511

                      Decrease in cash and cash equivalents                              (37,874)       (44,605)
                      Cash and cash equivalents at beginning of year                     208,833        209,857
                  ---------------------------------------------------------------------------------------------
                      Cash and cash equivalents at end of period                        $170,959       $165,252
                  ---------------------------------------------------------------------------------------------

                      Supplemental  disclosures of cash flow  information:  
                      Cash paid during the period for:
                          Interest                                                       $70,336        $55,178
                          Income taxes                                                    18,112         10,326
                  ---------------------------------------------------------------------------------------------
</TABLE>

                                       6
<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.   The  accompanying
         financial  statements  include the consolidated  accounts of the former
         Independence  Bancorp of Bergen  County,  New  Jersey,  for all periods
         presented.  Independence Bancorp was merged into Commerce Bancorp, Inc.
         on January 21, 1997 and its wholly-owned bank subsidiary,  Independence
         Bank of New Jersey,  was renamed Commerce  Bank/North.  The transaction
         was accounted for as a pooling of interests.  Certain  amounts in prior
         periods  have  been   reclassified   for   comparative   purposes.   No
         restructuring   charges   were   recorded  in   connection   with  this
         acquisition.

                  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 for the period ended
         December 31, 1996. The results for the three months ended September 30,
         1997 and the nine months ended  September 30, 1997 are not  necessarily
         indicative  of the  results  that may be  expected  for the year  ended
         December 31, 1997.

                  The consolidated  financial statements include the accounts of
         Commerce  Bancorp,  Inc. (the  "Company") 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,  and Commerce  Capital  Trust I. 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.

                                       7
<PAGE>


C.       Employee Stock Ownership Plan (ESOP) Debt Guarantee

                  The Company has  guaranteed a debt  obligation of its Employee
         Stock  Ownership Plan ("ESOP")  which  originated at $7,500,000 and has
         been reduced to $2,564,000 through principal  reductions.  Accordingly,
         the loan amount is  reflected  in the  Company's  consolidated  balance
         sheet  as a  liability  and  an  equal  amount,  representing  deferred
         employee benefits,  has been recorded as a deduction from stockholders'
         equity.  The ESOP  obtained  the loan in 1990 to acquire a new class of
         Company Cumulative Convertible Preferred Stock (Series C) at a price of
         $18.00 per share.  The loan was  refinanced in 1994,  and is payable in
         quarterly installments with the final payment due January 28, 2000. The
         loan bears interest at a variable rate,  although the rate can be fixed
         at future repricing dates in accordance with the loan agreement. As the
         Company makes annual  contributions to the ESOP,  these  contributions,
         plus dividends from the Company's  Series C Preferred Stock held by the
         ESOP, will be used to repay the loan.

D.       Recent Accounting Statement

                           In February, 1997, the Financial Accounting Standards
         Board issued Statement No. 128, "Earnings per Share," which is required
         to be adopted on December 31, 1997.  At that time,  the Company will be
         required to change the method  currently  used to compute  earnings per
         share and to restate all prior periods.  Under the new requirements for
         calculating  primary  earnings per share,  the dilutive effect of stock
         options  will be  excluded.  The  impact  is  expected  to result in an
         increase in primary earnings per share for the quarters ended September
         30,  1997  and   September  30,  1996  of  $.03  and  $.04  per  share,
         respectively,  and an  increase in primary  earnings  per share for the
         nine months ended September 30, 1997 and September 30, 1996 of $.09 and
         $.11 per  share,  respectively.  The  impact  of  Statement  128 on the
         calculation  of fully diluted  earnings per share for these quarters is
         not expected to be material.

E.       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.

                                       8
<PAGE>



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

         Capital Resources

                  At September 30, 1997,  stockholders'  equity  totaled  $236.8
         million or 6.16% of total assets,  compared to $204.0  million or 6.31%
         of total assets at December 31, 1996.

                  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.

                  The table below  presents  the  Company's  and  Commerce  NJ's
         risk-based and leverage ratios at September 30, 1997 and 1996:

<TABLE>
<CAPTION>
                                                                                 Per Regulatory Guidelines
                                                Actual                      Minimum                 "Well Capitalized"
                                       Amount            Ratio       Amount          Ratio        Amount           Ratio
September 30, 1997
Company
<S>                                   <C>               <C>         <C>               <C>        <C>               <C>  
   Risk based capital ratios:
     Tier 1                          $289,539           15.47%      $74,860           4.00%     $112,290            6.00%
     Total capital                    333,473           17.82       149,720           8.00       187,150           10.00
   Leverage ratio                     289,539            7.72       112,554           3.00       187,589            5.00

Commerce NJ 
   Risk based capital ratios:
     Tier 1                          $156,643           12.60%      $49,723           4.00%      $74,584            6.00%
     Total capital                    170,294           13.70        99,445           8.00       124,307           10.00
   Leverage ratio                     156,643            6.29        74,742           3.00       124,570            5.00

September 30, 1996
Company
   Risk based capital ratios:
     Tier 1                          $198,329           12.65%      $62,693           4.00%      $94,040            6.00%
     Total capital                    238,192           15.20       125,387           8.00       156,734           10.00
   Leverage ratio                     198,329            6.56        90,640           3.00       151,066            5.00

Commerce NJ 
   Risk based capital ratios:
     Tier 1                          $143,646           13.82%      $41,578           4.00%     $62,366             6.00%
     Total capital                    155,184           14.93        83,155           8.00       103,944           10.00
   Leverage ratio                     143,646            7.08        60,827           3.00       101,378            5.00
</TABLE>

                                       9
<PAGE>


                At September 30, 1997, 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 as of September 30, 1997, that the Company and its
         subsidiaries  meet all capital adequacy  requirements to which they are
         subject.

         Deposits

                  Total  deposits at September 30, 1997 were $3.33  billion,  up
         $501.3  million,  or 18%  over  total  deposits  of  $2.82  billion  at
         September  30, 1996,  and up by $405.5  million,  or 14% from  year-end
         1996.  Deposit  growth during the first nine months of 1997 was largely
         from  core  deposits  in  all  categories.  In  addition,  the  Company
         experienced  "same-store core deposit growth" of 11.2% at September 30,
         1997 as  compared to  deposits a year ago for those  branches  open for
         more than two years.

         Interest Rate Sensitivity and Liquidity

                  An interest  rate  sensitive  asset or  liability is one that,
         within a defined time period, either matures or experiences an interest
         rate change in line with general market interest  rates.  The objective
         of  interest  rate  risk  management  is  to  monitor  and  manage  the
         sensitivity of net interest income to changing interest rates and other
         factors in order to meet the Company's overall financial goals.

                  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  Asset/Liability Committee (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,  1997,  the
         Company's  income  simulation  model  indicates an acceptable  level of
         interest rate risk.

                  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,  or the  use of  risk  management
         strategies  such as interest  rate swaps and caps,  or the extension of
         the maturities of its short-term borrowings.

                                       10
<PAGE>


                  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,  1997,  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 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.

         Short-Term Borrowings

                  Short-term  borrowings,   or  other  borrowed  money,  consist
         primarily of securities sold under agreements to repurchase. During the
         first nine months of 1997,  these borrowings were used as an additional
         source of funding for the investment portfolio and to fund loan growth.
         At September 30, 1997,  short-term borrowings aggregated $186.7 million
         and had an average rate of 5.63%.

         Interest Earning Assets

                  For the nine month period ended  September 30, 1997,  interest
         earning  assets  increased  $611.2  million from $2.92 billion to $3.53
         billion.  This increase was primarily in investment  securities and the
         loan portfolio as described below.

         Loans

                  During the first nine months of 1997,  loans increased  $124.5
         million from $1.27  billion to $1.39  billion.  At September  30, 1997,
         loans represented 42% of total deposits and 36% of total assets.

                  The increase in the loan  portfolio was due primarily to loans
         secured by 1-4 family  residential  properties  (including  home equity
         loans) and loans secured by commercial real estate properties.

                                       11
<PAGE>


         Investments

                In  total,  for  the  first  nine  months  of  1997,  securities
         increased  $511.0 million from $1.62 billion to $2.13 billion.  Deposit
         growth and other  funding  sources were used to increase the  Company's
         investment  portfolio.  The  available for sale  portfolio  rose $454.2
         million to $1.22 billion from $767.5  million at year-end 1996, and the
         securities held to maturity portfolio increased $63.4 million to $901.0
         million from $837.5 million. At September 30, 1997, the average life of
         the investment  portfolio was approximately 5.6 years, and the duration
         was  approximately  4.3 years. At September 30, 1997,  total securities
         represented 55% of total assets.

         Net Income

                Net income for the third quarter of 1997 was $10.4  million,  an
         increase of $3.3 million  over the $7.1 million  recorded for the third
         quarter of 1996. Net income for the first nine months of 1997 was $29.8
         million, an increase of $8.0 million over the $21.8 million recorded in
         the first nine  months of 1996.  The 1996  results  were  impacted by a
         one-time charge to recapitalize the Savings Association  Insurance fund
         (SAIF)  which  decreased  net  income  and net income per share by $841
         thousand  and $.05 per  share,  respectively,  in the third  quarter of
         1996. On a per share basis, primary net income for the third quarter of
         1997 and the first  nine  months of 1997 were $.62 and $1.79 per common
         share  compared to $.47 and $1.47 per common  share for the  respective
         1996 periods.

                Return on average  assets  (ROA) and  return on  average  equity
         (ROE)  for  the  third   quarter  of  1997  were   1.11%  and   18.18%,
         respectively,  compared to .95% and 15.76%, respectively,  for the same
         1996  period.  ROA and ROE for the first nine months of 1997 were 1.14%
         and 18.51%, respectively, compared to 1.01% and 16.28% a year ago.

          Net Interest Income

                Net interest  income totaled $37.6 million for the third quarter
         of 1997,  an increase of $5.4 million or 17% from $32.2  million in the
         third quarter of 1996. Net interest income for the first nine months of
         1997 totaled  $108.5  million,  up $16.8  million or 18% from the first
         nine months of 1996. The  improvement  in net interest  income for both
         periods  was  due  primarily  to  volume  increases  in  the  loan  and
         investment portfolios.

         Noninterest Income

                Noninterest  income  totaled $15.4 million for the third quarter
         of 1997,  an increase of $7.7  million or 101% from $7.7 million in the
         third  quarter of 1996.  The  increase  was due  primarily to increased
         other  operating  income,  which rose $4.6 million over the prior year,
         including  $3.8 million of revenues  from Commerce  National  Insurance
         Services, Inc. (Commerce Insurance), the insurance brokerage subsidiary
         formed in the fourth quarter of 1996. In addition,  deposit charges and
         service fees  increased $1.4 million from the third quarter of 1996 due
         to higher transaction volumes, and net investment securities gains were
         $1.7 million higher than the prior year.

                                       12
<PAGE>
                For the first nine months of 1997,  noninterest  income  totaled
         $41.9  million,  an increase of $19.6 million or 88% from $22.3 million
         in the first nine  months of 1996.  Other  operating  income rose $14.9
         million over the first nine months of 1996,  including $12.4 million of
         revenues from Commerce Insurance. Deposit charges and service fees rose
         $3.8 million over the prior year due to higher transaction volumes, and
         net  investment  securities  gains  increased by $862 thousand over the
         first nine months of 1996.

         Noninterest Expense

                  For the third  quarter of 1997,  noninterest  expense  totaled
         $35.7 million,  an increase of $7.9 million or 28% over the same period
         in 1996. Contributing to this increase was new branch activity over the
         past twelve months,  with the number of branches  increasing from 62 at
         September  30, 1996 to 70 at September  30, 1997,  and the formation of
         Commerce  Insurance in the fourth quarter of 1996. With the addition of
         these  new  offices  and the  insurance  business,  staff,  facilities,
         marketing, and related expenses rose accordingly.  Audit and regulatory
         fees and assessments  were $1.4 million lower than the third quarter of
         1996, which resulted from the prior year reflecting the one-time charge
         to recapitalize the SAIF. Other noninterest  expenses rose $1.4 million
         over the third quarter of 1996. This increase  resulted  primarily from
         higher bank card-related  service charges and increased  provisions for
         non-credit-related losses.

                  For the first nine months of 1997, noninterest expense totaled
         $100.0 million,  an increase of $22.2 million or 29% over $77.8 million
         in the first nine months of 1996. Contributing to this increase was new
         branch activity and the formation of Commerce Insurance as noted above.
         Other noninterest expenses rose $3.0 million over the first nine months
         of 1996. This increase resulted primarily from higher bank card-related
         service   charges,   expenses   associated   with  the  acquisition  of
         Independence  Bancorp, and increased provisions for  non-credit-related
         losses.

                  The  Company's   operating   efficiency   ratio   (noninterest
         expenses,  less other real estate,  divided by net interest income plus
         noninterest income excluding non-recurring gains) was 66% for the first
         nine months of 1997 as compared  to 67% for the same 1996  period.  The
         Company's  efficiency  ratio remains above its peer group primarily due
         to its  aggressive  growth  expansion  activities  and  investments  in
         technology.

          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, 1997 were $19.0 million, or .50% of
         total  assets  compared  to $19.5  million  or .60% of total  assets at
         December  31,  1996  and  $19.6  million  or .64% of  total  assets  at
         September 30, 1996.

                  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, 1997 were $12.4  million or .89% of total
         loans  compared to $11.2 million or .89% of total loans at December 31,
         1996 and $11.3 million or .92% of total loans at September 30, 1996. At
         September 30, 1997,  loans past due 90 days or more and still  accruing
         interest  amounted  to  $423  thousand  compared  to $259  thousand  at
         December 31, 1996 and $632 thousand at September  30, 1996.  Additional
         loans considered as potential  problem loans by the Company's  internal
         loan review  department ($13.6 million at September 30, 1997) have been
         evaluated  as to risk  exposure  in  determining  the  adequacy  of the
         allowance for loan losses.

                                       13
<PAGE>

                  Other real estate  (ORE) at  September  30, 1997  totaled $6.7
         million  compared to $8.3 million at December 31, 1996 and $8.3 million
         at September 30, 1996.  These  properties have been written down to the
         lower of cost or fair value less disposition costs.

                  On pages 15 and 16 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, 1997, December 31, 1996, and September 30, 1996.

         Pending Acquisitions

         On September 23, 1997, Commerce Insurance, a wholly-owned subsidiary of
         Commerce  Bancorp,  Inc.,  reached  agreement  in  principle to acquire
         Joseph J. Reinhart and Associates, Inc. (Reinhart),  Cherry Hill, NJ, a
         risk/loss management and loss investigation consulting firm. On October
         6, 1997,  Commerce  Insurance reached agreement in principle to acquire
         Associated Insurance Management,  Inc. (AIM), Haddonfield,  New Jersey,
         an employee and executive benefit consulting firm. Also, On November 4,
         1997, Commerce Bancorp,  Inc. reached agreement in principle to acquire
         A. H. Williams,  Inc.,  Philadelphia,  PA. a public finance  investment
         firm.  The  acquisitions  will be  completed  by the issuance of common
         stock of Commerce Bancorp, Inc. totaling  approximately 525,000 shares.
         The  acquisitions  are  intended to be tax-free  reorganizations  under
         appropriate  provisions of the United States Internal  Revenue Code and
         will be  accounted  for by the Company  under the  pooling-of-interests
         method.  Subject  to the  execution  of  definitive  agreements  and to
         required approvals,  the AIM and Reinhart  acquisitions are expected to
         close on or about December 1, 1997, and the A. H. Williams  acquisition
         is expected to close in the first quarter of 1998.  The effect of these
         acquisitions on the Company's total consolidated assets,  stockholders'
         equity, and net income is not expected to be material.


                                       14
<PAGE>


The following summary presents  information  regarding  non-performing loans and
assets as of September 30, 1997 and the preceding four quarters: (dollar amounts
in thousands)

<TABLE>
<CAPTION>
                                           September 30,    June 30,    March 31,  December 31, September 30,
                                                1997         1997         1997         1996         1996
                                              -------      -------      -------      -------      -------
Non-accrual loans:
<S>                                            <C>          <C>          <C>          <C>          <C>   
  Commercial                                   $1,920       $1,057       $1,349       $1,595       $1,293
  Consumer                                        893        1,254        1,109          956        1,247
  Real Estate:
    Construction                                2,006        2,155        2,155        2,156        2,196
    Mortgage                                    7,533        5,818        6,074        6,005        6,032
                                              -------      -------      -------      -------      -------
      Total non-accrual loans                  12,352       10,284       10,687       10,712       10,768
                                              -------      -------      -------      -------      -------

Restructured loans
  Commercial                                       20           20           21           21           21
  Consumer                                                                                29           29
  Real Estate:
    Construction
    Mortgage                                                                             481          500
                                              -------      -------      -------      -------      -------
      Total restructured loans                     20           20           21          531          550
                                              -------      -------      -------      -------      -------

  Total non-performing loans                   12,372       10,304       10,708       11,243       11,318
                                              -------      -------      -------      -------      -------

Other real estate                               6,673        7,035        8,042        8,252        8,323
                                              -------      -------      -------      -------      -------

Total non-performing assets                    19,045       17,339       18,750       19,495       19,641
                                              -------      -------      -------      -------      -------

Loans past due 90 days or more
  and still accruing                              423          458          300          259          632
                                              -------      -------      -------      -------      -------

Total non-performing assets and
  loans past due 90 days or more              $19,468      $17,797      $19,050      $19,754      $20,273
                                              =======      =======      =======      =======      =======

Total non-performing loans as a
  percentage of total period-end
  loans                                          0.89%        0.76%        0.82%        0.89%        0.92%

Total non-performing assets as a
  percentage of total period-end assets          0.50%        0.48%        0.56%        0.60%        0.64%

Total non-performing assets and loans
  past due 90 days or more as a
  percentage of total period-end assets          0.51%        0.49%        0.57%        0.61%        0.66%

Allowance for loan losses as a
  percentage of total non-performing
  loans                                           169%         198%         183%         160%         149%

Allowance for loan losses as a percentage
  of total period-end loans                      1.50%        1.50%        1.50%        1.42%        1.38%

Total non-performing assets and loans
  past due 90 days or more as a
  percentage of stockholders' equity and
  allowance for loan losses                         8%           7%           9%           9%          10%
</TABLE>

                                       15
<PAGE>


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
                                         ---------------------------
                                            09/30/97      09/30/96        12/31/96
                                         ------------  -------------   ------------
<S>                                           <C>            <C>            <C>    
Balance at beginning of period                $17,975        $16,014        $16,014
Provisions charged to operating expenses        4,094          2,548          4,857
                                         ------------  -------------   ------------
                                               22,069         18,562         20,871
Recoveries on loans charged-off:
  Commercial                                      150            259            286
  Consumer                                        267            223            274
  Real estate                                     121             80             95
                                         ------------  -------------   ------------
Total recoveries                                  538            562            655

Loans charged-off:
  Commercial                                     (783)          (462)        (1,202)
  Consumer                                       (846)          (592)        (1,046)
  Real estate                                     (44)        (1,207)        (1,303)
                                         ------------  -------------   ------------
Total charged-off                              (1,673)        (2,261)        (3,551)
                                         ------------  -------------   ------------
Net charge-offs                                (1,135)        (1,699)        (2,896)
                                         ------------  -------------   ------------

Balance at end of period                      $20,934        $16,863        $17,975
                                         ============  =============   ============

Net charge-offs as a percentage of
average loans outstanding                        0.11%          0.20%          0.25%
</TABLE>


                                       16
<PAGE>

                           PART II. OTHER INFORMATION



Item 6.           Exhibits and Reports on Form 8-K

                  (a) Exhibit 11 - Computation of Net Income Per Share

                  No  reports on Form 8-K were  filed  during the third  quarter
                  ended September 30, 1997.



                                       17
<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 14, 1997
    (Date)                                    C. EDWARD JORDAN, JR.
                                             EXECUTIVE VICE PRESIDENT
                                           (PRINCIPAL FINANCIAL OFFICER)

                                       18