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 March 31, 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)


                                 (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 __
                           ---

                      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                                      30,624,092
        (Title of Class)                             (No. of Shares Outstanding
                                                           as of 5/01/00)


<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                     INDEX
                                                                            Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

              Consolidated Statements of Income (unaudited)
              Three months ended March 31, 2000 and
              March 31, 1999..................................................2

              Consolidated Statements of Cash Flows (unaudited)
              Three months ended March 31, 2000 and
              March 31, 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>
                                      COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS (unaudited)
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------
                                                                                    March 31,       December 31,
                                                                                  --------------------------------
                  (dollars in thousands)                                             2000              1999
                  ------------------------------------------------------------------------------------------------
<S>                                                                                  <C>               <C>
Assets            Cash and due from banks                                         $   331,600       $   317,624
                  Federal funds sold                                                   18,200             5,300
                                                                                  ------------    --------------
                       Cash and cash equivalents                                      349,800           322,924
                  Loans held for sale                                                                     5,704
                  Trading securities                                                   67,913           117,837
                  Securities available for sale                                     1,681,469         1,664,257
                  Securities held to maturity                                       1,257,369         1,201,892
                       (market value 03/00-$1,205,518; 12/99-$1,155,447)
                  Loans                                                             3,196,193         2,961,088
                       Less allowance for loan losses                                  40,705            38,382
                                                                                  ------------    --------------
                                                                                    3,155,488         2,922,706
                  Bank premises and equipment, net                                    214,461           198,515
                  Other assets                                                        200,321           201,958
                                                                                  ------------    --------------
                                                                                   $6,926,821        $6,635,793
                                                                                  ============    ==============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                        $2,126,511        $2,063,899
                           Noninterest-bearing                                      1,496,921         1,420,865
                       Savings                                                      1,184,069         1,054,791
                       Time                                                         1,299,726         1,069,365
                                                                                  ------------    --------------
                           Total deposits                                           6,107,227         5,608,920

                  Other borrowed money                                                318,953           558,092
                  Other liabilities                                                    54,248            31,525
                  Trust Capital Securities - Commerce Capital Trust I                  57,500            57,500
                  Long-term debt                                                       23,000            23,000
                                                                                  ------------    --------------
                                                                                    6,560,928         6,279,037

Stockholders'     Common stock, 30,572,346 shares
Equity                 issued (29,844,314 shares in 1999)                              47,761            44,418
                  Capital in excess of par or stated value                            380,961           321,443
                  Retained earnings                                                   (11,941)           32,263
                  Accumulated other comprehensive income                              (49,264)          (39,744)
                                                                                  ------------    --------------
                                                                                      367,517           358,380

                  Less treasury stock, at cost                                          1,624             1,624
                                                                                  ------------    --------------
                           Total stockholders' equity                                 365,893           356,756
                                                                                  ------------    --------------

                                                                                   $6,926,821        $6,635,793
                                                                                  ============    ==============
</TABLE>



                                                         1
<PAGE>
<TABLE>
<CAPTION>
                                      COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF INCOME (unaudited)

                  -----------------------------------------------------------------------------------------------
                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                ---------------------------------
                  (dollars in thousands, except per share amounts)                     2000             1999
                  -----------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>
Interest          Interest and fees on loans                                          $63,178          $48,003
income            Interest on investments                                              48,830           39,007
                  Other interest                                                          218              156
                                                                                --------------   --------------
                           Total interest income                                      112,226           87,166
                                                                                --------------   --------------

Interest          Interest on deposits:
expense                Demand                                                          15,351            9,625
                       Savings                                                          6,168            4,795
                       Time                                                            15,863           15,007
                                                                                --------------   --------------
                           Total interest on deposits                                  37,382           29,427
                  Interest on other borrowed money                                      5,087              775
                  Interest on long-term debt                                            1,558            1,782
                                                                                --------------   --------------
                           Total interest expense                                      44,027           31,984
                                                                                --------------   --------------

                  Net interest income                                                  68,199           55,182
                  Provision for loan losses                                             3,493            2,184
                                                                                --------------   --------------
                  Net interest income after provision for loan losses                  64,706           52,998

Noninterest       Deposit charges and service fees                                     12,336            9,740
income            Other operating income                                               22,508           17,128
                  Net investment securities gains                                         820              865
                                                                                --------------   --------------
                           Total noninterest income                                    35,664           27,733
                                                                                --------------   --------------

Noninterest       Salaries                                                             29,043           23,787
expense           Benefits                                                              6,192            5,056
                  Occupancy                                                             7,078            5,093
                  Furniture and equipment                                               9,159            6,943
                  Office                                                                5,798            5,298
                  Audit and regulatory fees and assessments                               681              572
                  Marketing                                                             2,264            1,663
                  Other real estate (net)                                                 273              474
                  Other                                                                12,371            8,866
                                                                                --------------   --------------
                           Total noninterest expenses                                  72,859           57,752
                                                                                --------------   --------------

                  Income before income taxes                                           27,511           22,979
                  Provision for federal and state income taxes                          9,216            7,498
                                                                                --------------   --------------
                  Net income                                                          $18,295          $15,481
                                                                                ==============   ==============

                  Net income per common and common equivalent share:
                       Basic                                                            $0.60            $0.54
                                                                                --------------   --------------
                       Diluted                                                          $0.59            $0.51
                                                                                --------------   --------------
                  Average common and common equivalent shares outstanding:
                       Basic                                                           30,263           28,818
                                                                                --------------   --------------
                       Diluted                                                         31,160           30,141
                                                                                --------------   --------------
                  Cash dividends declared, common stock                                 $0.24            $0.20
                                                                                ==============   ==============
</TABLE>

                                                         2
<PAGE>

<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)
                  ------------------------------------------------------------------------------------------------------
                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2000               1999
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C>
Operating         Net income                                                             $  18,295          $  15,481
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                             3,493              2,184
                       Provision for depreciation, amortization and accretion                6,975              7,607
                       Gains on sales of securities available for sale                        (820)              (865)
                       Proceeds from sales of mortgages held for sale                        6,241             39,794
                       Originations of mortgages held for sale                                (537)           (27,935)
                       Net loan chargeoffs                                                  (1,170)              (300)
                       Net decrease in trading securities                                   49,924             31,123
                       Decrease (increase) in other assets                                   6,793            (21,119)
                       Increase (decrease) in other liabilities                             22,722            (19,559)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     111,916             26,411

Investing         Proceeds from the sales of securities available for sale                 167,134            185,808
activities        Proceeds from the maturity of securities available for sale               61,324             96,870
                  Proceeds from the maturity of securities held to maturity                 35,705             77,100
                  Purchase of securities available for sale                               (259,551)          (415,463)
                  Purchase of securities held to maturity                                  (91,272)           (35,522)
                  Net increase in loans                                                   (237,991)          (197,854)
                  Proceeds from sales of loans                                               2,886              2,684
                  Purchases of premises and equipment                                      (22,804)           (13,217)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by financing activities                        (344,569)          (299,594)

Financing         Net increase (decrease) in demand and savings deposits                   267,946            (13,263)
activities        Net increase in time deposits                                            230,361            126,392
                  Net (decrease) increase in other borrowed money                         (239,139)           106,945
                  Dividends paid                                                            (7,040)            (5,074)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                            12,921              4,564
                  Other                                                                     (5,520)                 4
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     259,529            219,568

                  Increase (decrease) in cash and cash equivalents                          26,876            (53,615)
                  Cash and cash equivalents at beginning of year                           322,924            277,615
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $349,800           $224,000
                  ======================================================================================================

                  Supplemental  disclosures of cash flow information:
                     Cash paid during the period for:
                       Interest                                                            $43,111            $29,024
                       Income taxes                                                          1,343                 18
                     Other noncash activities:
                       Transfer of securities to securities available for sale                                 91,010
                  ------------------------------------------------------------------------------------------------------
</TABLE>


                                                            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  March 31,  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 $8.8 million and $9.6  million,  respectively,  for the three months
ended March 31, 2000 and 1999.



                                       4
<PAGE>


                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D. Segment Information

Selected segment information is as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                   Three Months Ended                       Three Months Ended
                                                     March 31, 2000                           March 31, 1999
                                      -----------------------------------------------------------------------------------
                                          Community      Parent/                   Community      Parent/
                                            Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>          <C>           <C>           <C>          <C>
Net interest income                       $69,801       $(1,602)     $68,199       $56,799       $(1,617)     $55,182
Provision for loan losses                   3,493                      3,493         2,184                      2,184
                                      -----------------------------------------------------------------------------------

Net interest income after provision        66,308        (1,602)      64,706        54,615        (1,617)      52,998
Noninterest income                         20,345        15,319       35,664        14,788        12,945       27,733
Noninterest expense                        59,682        13,177       72,859        47,094        10,658       57,752
                                      -----------------------------------------------------------------------------------
Income before income taxes                 26,971           540       27,511        22,309           670       22,979
Income tax expense                          8,925           291        9,216         7,329           169        7,498
                                      -----------------------------------------------------------------------------------
Net income                                $18,046          $249      $18,295       $14,980          $501      $15,481
                                      ===================================================================================

Average assets (in millions)           $6,030,116      $630,352   $6,660,468    $4,870,848      $567,219   $5,438,067
                                      ===================================================================================
</TABLE>

E.   Recent Accounting Statement

In June 1998,  the FASB 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.

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.


                                       5
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

G.   Earnings Per Share

The  calculation  of earnings per share  follows (in  thousands,  except for per
share amounts):

                                                         Three Months Ended
                                                              March 31
                                                       ----------------------
                                                         2000          1999
-----------------------------------------------------------------------------

Basic:
Net income applicable to common stock                  $ 18,295      $15,481
                                                       ========      =======

Average common shares outstanding                        30,263       28,818
                                                       ========      =======

Net income per common share - basic                      $ 0.60       $ 0.54
                                                       ========      =======

Diluted:
Net income applicable to common stock
on a diluted basis                                     $ 18,295      $15,481
                                                       ========      =======


Average common shares outstanding                        30,263       28,818
                                                       ========      =======
Additional shares considered in diluted
computation assuming:
  Exercise of stock options                                 897        1,323
                                                       ========      =======

Average common shares outstanding
on a diluted basis                                       31,160       30,141
                                                       ========      =======

Net income per common share - diluted                    $ 0.59       $ 0.51
                                                       ========      =======












                                       6
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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

Capital Resources

At March 31, 2000, stockholders' equity totaled $365.9 million or 5.28% 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 March 31, 2000 and 1999:
<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                                  Actual                    Minimum              "Well Capitalized"
                                           Amount        Ratio       Amount        Ratio        Amount        Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>         <C>            <C>         <C>           <C>
March 31, 2000
Company
Risk based capital ratios:
       Tier 1                             $468,481       11.33%     $165,390        4.00%      $248,085        6.00%
       Total capital                       522,986       12.65       330,780        8.00        413,475       10.00
     Leverage ratio                        468,481        6.98       268,472        4.00        335,590        5.00

Commerce NJ
       Tier 1                             $233,787       10.12%     $ 92,415        4.00%      $138,622        6.00%
       Total capital                       256,562       11.10       184,830        8.00        231,037       10.00
     Leverage ratio                        233,787        6.47       144,469        4.00        180,586        5.00

March 31, 1999
Company
     Risk based capital ratios:
       Tier 1                             $386,771       11.64%     $132,954        4.00%      $199,431        6.00%
       Total capital                       438,320       13.19       265,908        8.00        332,385       10.00
     Leverage ratio                        386,771        7.12       217,174        4.00        271,468        5.00

Commerce NJ
       Tier 1                             $200,137       10.92%     $ 73,300        4.00%      $109,950        6.00%
       Total capital                       218,152       11.90       146,600        8.00        183,250       10.00
     Leverage ratio                        200,137        6.57       121,771        4.00        152,214        5.00
</TABLE>

At March 31, 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 March 31, 2000, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits

Total  deposits at March 31, 2000 were $6.11 billion,  up $1.07 billion,  or 21%
over  total  deposits  of $5.04  billion  at March  31,  1999,  and up by $498.3
million,  or 9% from year-end 1999. Deposit growth during the first three 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
14.3% at March 31, 2000 as  compared  to deposits a year ago for those  branches
open for more than two years.

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



                                       7
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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 March
31, 2000,  the  Company's  income  simulation  model  indicates net income would
increase  by 4.14% and 1.05% in the first  year and over a two year time  frame,
respectively,  if rates decreased as described  above, as compared to a decrease
of 0.32% and 6.22%,  respectively,  at March 31, 1999.  At March 31,  2000,  the
model  projects  that net income would  decrease by 6.09% and 4.60% in the first
year  and over a two year  time  frame,  respectively,  if  rates  increased  as
described above, as compared to a decrease of 2.81% and 1.98%, respectively,  at
March 31, 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 March 31,  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.

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.  During the first three  months of 2000,  the
Company  significantly  reduced its  short-term  borrowings,  primarily  through
increased deposits.  At March 31, 2000,  short-term borrowings aggregated $319.0
million and had an average  rate of 6.14%,  as compared to $558.1  million at an
average rate of 5.38% at December 31, 1999.

                                       8
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Interest Earning Assets

For the three  month  period  ended  March 31,  2000,  interest  earning  assets
increased $265.1 million from $5.96 billion to $6.22 billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans

During the first three months of 2000, loans increased $232.8 million from $2.92
billion to $3.16  billion.  At March 31, 2000,  loans  represented  52% of total
deposits and 46% of total assets. All segments of the loan portfolio experienced
growth in the first three months of 2000,  including loans secured by commercial
real estate properties, commercial loans, and consumer loans.

Investments

In total, for the first three months of 2000, securities increased $22.8 million
from $2.98 billion to $3.01 billion.  The available for sale portfolio increased
$17.2  million to $1.68 billion at March 31, 2000 from $1.66 billion at December
31, 1999, and the securities held to maturity portfolio  increased $55.5 million
to $1.26  billion at March 31,  2000 from $1.20  billion at year-end  1999.  The
portfolio of trading  securities  decreased  $49.9 million from year-end 1999 to
$67.9  million at March 31,  2000.  At March 31,  2000,  the average life of the
investment   portfolio  was  approximately  7.0  years,  and  the  duration  was
approximately 4.9 years. At March 31, 2000, total securities  represented 43% of
total assets.

Net Income

Net income for the first quarter of 2000 was $18.3 million,  an increase of $2.8
million or 18% over the $15.5 million recorded for the first quarter of 1999. On
a per share  basis,  diluted net income for the first  quarter of 2000 was $0.59
per common  share  compared to $0.51 per common  share for the first  quarter of
1999.

Return on average  assets (ROA) and return on average equity (ROE) for the first
quarter  of 2000 were  1.10% and  20.60%,  respectively,  compared  to 1.14% and
18.76%, respectively, for the same 1999 period.

Net Interest Income

Net interest  income  totaled  $68.2  million for the first  quarter of 2000, an
increase  of $13.0  million  or 24% from $55.2  million in the first  quarter of
1999.  The  improvement  in net  interest  income  was due  primarily  to volume
increases in the loan and investment portfolios.

Noninterest Income

Noninterest  income  totaled  $35.7  million for the first  quarter of 2000,  an
increase of $7.9 million or 29% from $27.7 million in the first quarter of 1999.
The increase was due primarily to increased other operating  income,  which rose
$5.4 million over the prior year,  including  increased revenues of $4.2 million
from Commerce National Insurance,  the Company's insurance brokerage subsidiary.
In addition,  deposit  charges and service fees  increased $2.6 million over the
first quarter of 1999 primarily due to higher transaction  volumes.  The Company
also  recorded  $820 thousand in net  investment  securities  gains in the first
quarter of 2000 as compared to $865 thousand for the same 1999 period.

Noninterest Expense

For the first quarter of 2000,  noninterest  expense  totaled $72.9 million,  an
increase of $15.1 million or 26% 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 97 at March  31,  1999 to 120 at March 31,
2000,  and the expansion of Commerce  National  Insurance.  With the addition of
these new offices,  staff,  facilities,  marketing,  and related  expenses  rose
accordingly. Other noninterest expenses rose $3.5 million over the first 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.

                                       9
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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 70.44% for the first three  months of 2000 as compared
to 69.81% 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 March
31, 2000 were $15.6 million,  or 0.23% of total assets compared to $12.2 million
or 0.18% of total  assets at  December  31,  1999 and $14.5  million or 0.26% of
total assets at March 31, 1999.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest)  at March 31, 2000
were $11.9 million or 0.37% of total loans  compared to $8.7 million or 0.29% of
total  loans at December  31,  1999 and $8.9  million or 0.36% of total loans at
March 31,  1999.  At March 31,  2000,  loans  past due 90 days or more and still
accruing  interest  amounted  to $916  thousand  compared  to $499  thousand  at
December  31,  1999 and  $696  thousand  at March  31,  1999.  Additional  loans
considered  as potential  problem  loans by the  Company's  internal loan review
department  ($27.8  million at March 31,  2000) have been  evaluated  as to risk
exposure in determining the adequacy of the allowance for loan losses.

Other real estate (ORE) at March 31, 2000 totaled $3.7 million  compared to $3.5
million  at  December  31,  1999  and $5.6  million  at March  31,  1999.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.

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 March 31, 2000,  December
31, 1999, and March 31, 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

                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

(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 March 31, 2000 and the preceding four quarters:  (dollar amounts in
thousands)
<TABLE>
<CAPTION>
                                                  March 31,    December 31,   September 30,     June 30,      March 31,
                                                     2000         1999           1999            1999            1999
                                             --------------------------------------------------------------------------
Non-accrual loans:
<S>                                                 <C>           <C>            <C>            <C>             <C>
   Commercial                                       $5,272        $2,254         $2,827         $3,104          $2,821
   Consumer                                            709           674            748            787             846
   Real estate:
     Construction                                       55            55             55            115             115
     Mortgage                                        5,458         5,230          5,539          5,144           4,937
                                             --------------------------------------------------------------------------
         Total non-accrual loans                    11,494         8,213          9,169          9,150           8,719
                                             --------------------------------------------------------------------------

Restructured loans:
   Commercial                                          256           277             15             16              16
   Consumer
   Real estate:
     Construction
     Mortgage                                          189           192            108            110             117
                                             --------------------------------------------------------------------------
         Total restructured loans                      445           469            123            126             133
                                             --------------------------------------------------------------------------

Total non-performing loans                          11,939         8,682          9,292          9,276           8,852
                                             --------------------------------------------------------------------------

Other real estate                                    3,681         3,523          3,799          4,118           5,645
                                             --------------------------------------------------------------------------

Total non-performing assets                         15,620        12,205         13,091         13,394          14,497
                                             --------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                  916           499            581            693             696
                                             --------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                  $16,536       $12,704        $13,672        $14,087         $15,193
                                             ==========================================================================

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

Total non-performing assets as a
   percentage of total period-end assets             0.23%         0.18%          0.21%          0.23%           0.26%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets             0.24%         0.19%          0.22%          0.24%           0.27%

Allowance for loan losses as a percentage
   of total non-performing loans                      341%          442%           387%           376%            374%

Allowance for loan losses as a percentage
   of total period-end loans                         1.27%         1.30%          1.31%          1.30%           1.34%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of stockholders' equity and
   allowance for loan losses                            4%            3%             4%             4%              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
                                                                   Three Months Ended                  Ended
                                                              ------------------------------
                                                               03/31/00           03/31/99           12/31/99
                                                              -----------        -----------         ----------
<S>                                                              <C>                <C>                <C>
Balance at beginning of period                                   $38,382            $31,265            $31,265
Provisions charged to operating expenses                           3,493              2,184              9,175
                                                              -----------        -----------         ----------
                                                                  41,875             33,449             40,440

Recoveries on loans charged-off:
Commercial                                                            96                220                551
Consumer                                                              44                 36                286
Commercial real estate                                                 1                  2                132
                                                              -----------        -----------         ----------
Total recoveries                                                     141                258                969

Loans charged-off:
Commercial                                                        (1,036)              (368)            (1,599)
Consumer                                                            (275)              (184)            (1,078)
Commercial real estate                                                                   (6)              (350)
                                                              -----------        -----------         ----------
Total charge-offs                                                 (1,311)              (558)            (3,027)
                                                              -----------        -----------         ----------
Net charge-offs                                                   (1,170)              (300)            (2,058)
                                                              -----------        -----------         ----------

Balance at end of period                                         $40,705            $33,149            $38,382
                                                              ===========        ===========         ==========

Net charge-offs as a percentage of
average loans outstanding                                           0.15%              0.05%              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 first quarter ended March 31, 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)










  May 15, 2000                                 /s/ THOMAS J. SUKAY
     (Date)                                      THOMAS J. SUKAY
                                              SENIOR VICE PRESIDENT
                                  (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
















                                       15