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 June 30, 2001
                           -------------

                                       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 (LOGO)
             (Exact name of registrant as specified in its charter)

          New Jersey                                        22-2433468
--------------------------------------------------------------------------------
(State or other jurisdiction of                    (IRS Employer Identification
incorporation or organization)                                Number)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report(s),  and (2) has  been  subject  to such  filing
requirements for the past 90 days.

                   Yes  X                                    No
                       ---                                      ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

    Indicate the number of shares outstanding of each of the issuer's classes
                of common stock, as of the last practical date.

   Common Stock                                             32,464,474
--------------------------------------------------------------------------------
 (Title of Class)                                   (No. of Shares Outstanding
                                                         as of 08/03/01)

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

            Consolidated Balance Sheets (unaudited)
            June 30, 2001 and December 31, 2000................................1

            Consolidated  Statements of Income  (unaudited)
            Three months ended June 30, 2001 and June 30, 2000
            and six months ended June 30, 2001 and June 30, 2000...............2

            Consolidated Statements of Cash Flows (unaudited)
            Six months ended June 30, 2001 and June 30, 2000...................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 4.  Submission of Matters to a Vote of Security Holders..................14

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

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
              ------------------------------------------------------------------------------------------------
                                                                               June 30,        December 31,
                                                                              --------------------------------
              (dollars in thousands)                                             2001              2000
              ------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>
Assets        Cash and due from banks                                            $502,814      $  443,918
              Federal funds sold                                                   54,800          52,000
                                                                              -----------     -----------
                   Cash and cash equivalents                                      557,614         495,918
              Loans held for sale                                                  73,643          41,791
              Trading securities                                                  144,150         109,306
              Securities available for sale                                     2,679,546       2,021,326
              Securities held to maturity                                       1,310,277       1,513,456
                   (market value 06/01-$1,306,566; 12/00-$1,503,202)
              Loans                                                             4,111,949       3,687,260
                   Less allowance for loan losses                                  57,548          48,680
                                                                              -----------     -----------
                                                                                4,054,401       3,638,580
              Bank premises and equipment, net                                    299,457         276,097
              Other assets                                                        226,350         200,042
                                                                              -----------     -----------
                                                                               $9,345,438      $8,296,516
                                                                              ===========     ===========

Liabilities   Deposits:
                   Demand:
                       Interest-bearing                                        $2,805,812      $2,628,358
                       Noninterest-bearing                                      2,025,801       1,789,371
                   Savings                                                      1,628,410       1,436,800
                   Time                                                         1,906,117       1,533,065
                                                                              -----------     -----------
                       Total deposits                                           8,366,140       7,387,594

              Other borrowed money                                                126,061         283,714
              Other liabilities                                                   212,233          52,484
              Trust Capital Securities - Commerce Capital Trust I                  57,500          57,500
              Long-term debt                                                       23,000          23,000
                                                                              -----------     -----------
                                                                                8,784,934       7,804,292

Stockholders  Common stock, 32,458,527 shares
Equity             issued (31,761,453 shares in 2000)                              50,716          49,627
              Capital in excess of par or stated value                            449,740         422,375
              Retained earnings                                                    58,025          27,083
              Accumulated other comprehensive income                                3,645          (5,239)
                                                                              -----------     -----------
                                                                                  562,126         493,846

              Less treasury stock, at cost                                          1,622           1,622
                                                                              -----------     -----------
                       Total stockholders' equity                                 560,504         492,224
                                                                              -----------     -----------

                                                                               $9,345,438      $8,296,516
                                                                              ===========     ===========
</TABLE>

                             See accompanying notes.

                                       1
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended              Six Months Ended
                                                                      June 30,                       June 30,
                                                             ----------------------------------------------------------
              (dollars in thousands, except per share            2001           2000           2001           2000
              amounts)
              ---------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>            <C>            <C>
Interest      Interest and fees on loans                          $81,616       $ 70,301       $161,355       $133,479
income        Interest on investments                              64,643         51,224        126,093        100,054
              Other interest                                          850          1,758          2,740          1,976
                                                             ------------    -----------    -----------    -----------
                       Total interest income                      147,109        123,283        290,188        235,509
                                                             ------------    -----------    -----------    -----------

Interest      Interest on deposits:
expense            Demand                                          15,948         16,945         33,982         32,296
                   Savings                                          8,345          9,526         17,240         15,694
                   Time                                            25,103         15,671         52,345         31,534
                                                             ------------    -----------    -----------    -----------
                       Total interest on deposits                  49,396         42,142        103,567         79,524
              Interest on other borrowed money                        909          6,121          2,482         11,208
              Interest on long-term debt                            1,401          1,598          2,996          3,156
                                                             ------------    -----------    -----------    -----------
                       Total interest expense                      51,706         49,861        109,045         93,888
                                                             ------------    -----------    -----------    -----------

              Net interest income                                  95,403         73,422        181,143        141,621
              Provision for loan losses                             7,982          3,642         12,591          7,135
                                                             ------------    -----------    -----------    -----------
              Net interest income after provision for
                   loan losses                                     87,421         69,780        168,552        134,486

Noninterest   Deposit charges and service fees                     19,841         13,201         37,005         25,537
income        Other operating income                               27,540         22,400         53,504         44,908
              Net investment securities gains                                                       980            820
                                                             ------------    -----------    -----------    -----------
                       Total noninterest income                    47,381         35,601         91,489         71,265
                                                             ------------    -----------    -----------    -----------

Noninterest   Salaries                                             37,118         29,310         72,774         58,353
expense       Benefits                                              8,456          6,411         16,727         12,603
              Occupancy                                             9,129          7,606         17,927         14,684
              Furniture and equipment                              12,241         10,309         23,847         19,468
              Office                                                6,589          5,756         12,655         11,554
              Audit and regulatory fees and assessments             1,005            689          1,965          1,370
              Marketing                                             4,211          2,698          6,475          4,962
              Other real estate (net)                                 450            481            800            754
              Other                                                18,741         13,285         35,124         25,656
                                                             ------------    -----------    -----------    -----------
                       Total noninterest expenses                  97,940         76,545        188,294        149,404
                                                             ------------    -----------    -----------    -----------

              Income before income taxes                           36,862         28,836         71,747         56,347
              Provision for federal and state income taxes         11,752          9,459         23,236         18,675
                                                             ------------    -----------    -----------    -----------
              Net income                                          $25,110       $ 19,377        $48,511       $ 37,672
                                                             ============    ===========    ===========    ===========


              Net  income per common and common
                  equivalent share:
                       Basic                                        $0.78       $   0.63          $1.51       $   1.23
                                                             ------------    -----------    -----------    -----------
                       Diluted                                      $0.74       $   0.61          $1.44       $   1.20
                                                             ------------    -----------    -----------    -----------
              Average common and common equivalent
                  shares outstanding:
                       Basic                                       32,226         30,650         32,067         30,457
                                                             ------------    -----------    -----------    -----------
                       Diluted                                     33,936         31,755         33,685         31,478
                                                             ------------    -----------    -----------    -----------
              Cash dividends declared, common stock                 $0.27       $   0.25          $0.55       $   0.49
                                                             ============    ===========    ===========    ===========
</TABLE>
                             See accompanying notes.

                                       2
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------------
                                                                                               Six Months Ended
                                                                                                   June 30,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2001               2000
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
Operating         Net income                                                               $48,511          $  37,672
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                            12,591              7,135
                       Provision for depreciation, amortization and accretion               20,518             13,696
                       Gains on sales of securities available for sale                        (980)              (820)
                       Proceeds from sales of mortgages held for sale                      265,608              6,241
                       Originations of mortgages held for sale                            (297,460)              (537)
                       Net loan chargeoffs                                                  (3,723)            (1,513)
                       Net (increase) decrease in trading securities                       (34,844)            26,109
                       Increase in other assets                                            (31,542)           (13,295)
                       Increase in other liabilities                                       159,749             12,838
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by operating activities                     138,428             87,526

Investing         Proceeds from the sales of securities available for sale                 275,444            167,134
activities        Proceeds from the maturity of securities available for sale              358,552            132,097
                  Proceeds from the maturity of securities held to maturity                175,158             75,517
                  Purchase of securities available for sale                             (1,213,555)          (411,555)
                  Purchase of securities held to maturity                                  (36,485)          (100,879)
                  Net increase in loans                                                   (432,081)          (496,598)
                  Proceeds from sales of loans                                               7,392              7,372
                  Purchases of premises and equipment                                      (42,933)           (45,830)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                        (908,508)          (672,742)

Financing         Net increase in demand and savings deposits                              605,494            820,380
activities        Net increase in time deposits                                            373,052            110,790
                  Net decrease in other borrowed money                                    (157,653)          (152,322)
                  Dividends paid                                                           (17,563)           (14,511)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                            28,789             24,326
                  Other                                                                       (343)            (5,515)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     831,776            783,148

                  Increase in cash and cash equivalents                                     61,696            197,932
                  Cash and cash equivalents at beginning of year                           495,918            322,924
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $557,614          $ 520,856
                  ======================================================================================================

                  Supplemental  disclosures of cash flow information:  Cash paid
                     during the period for:
                       Interest                                                           $106,186          $  93,224
                       Income taxes                                                         21,901             20,361
</TABLE>

                             See accompanying notes.

                                       3
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

A.   Consolidated Financial Statements

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

These condensed  consolidated financial statements should be read in conjunction
with the audited  financial  statements  and the notes  thereto  included in the
registrant's  Annual Report on Form 10-K for the period ended December 31, 2000.
The results for the three  months  ended June 30, 2001 and the six months  ended
June 30, 2001 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2001.

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/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. Effective April 1, 2001, Commerce Bank/Central, N.A. was merged into
Commerce NJ.

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 $14.5 million and $23.5 million,  respectively, for the three months
ended June 30, 2001 and 2000.  For the six months  ended June 30, 2001 and 2000,
total comprehensive income was $57.4 million and $32.3 million, respectively.

                                       4
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

The Company operates one reportable segment of business,  Community Banks, which
includes Commerce NJ, Commerce PA, Commerce Shore,  Commerce North, and Commerce
Delaware.  Through its Community  Banks,  the Company  provides a broad range of
retail  and  commercial   banking   services,   and  corporate  trust  services.
Parent/Other  includes the holding company,  Commerce National Insurance,  CCMI,
and Commerce Capital Trust I.

Selected segment information is as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                    June 30, 2001                            June 30, 2000
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>            <C>           <C>          <C>
Net interest income                   $    95,512   $      (109) $    95,403    $   73,714    $     (292)  $   73,422
Provision for loan losses                   7,982                      7,982         3,642                      3,642
                                      ---------------------------------------------------------------------------------

Net interest income after provision        87,530          (109)      87,421        70,072          (292)      69,780
Noninterest income                         29,901        17,480       47,381        20,903        14,698       35,601
Noninterest expense                        83,293        14,647       97,940        63,288        13,257       76,545
                                      ---------------------------------------------------------------------------------
Income before income taxes                 34,138         2,724       36,862        27,687         1,149       28,836
Income tax expense                         11,270           482       11,752         9,104           355        9,459
                                      ---------------------------------------------------------------------------------
Net income                            $    22,868        $2,242  $    25,110    $   18,583      $    794   $   19,377
                                      =================================================================================

Average assets (in millions)          $8,058,400    $   961,619  $ 9,020,019    $6,500,137      $700,501   $7,200,638
                                      =================================================================================

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                  Six Months Ended                         Six Months Ended
                                                    June 30, 2001                            June 30, 2000
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>            <C>           <C>          <C>
Net interest income                   $   181,392   $      (249) $   181,143    $  143,515    $   (1,894)  $  141,621
Provision for loan losses                  12,591                     12,591         7,135                      7,135
                                      ---------------------------------------------------------------------------------

Net interest income after provision       168,801          (249)     168,552       136,380        (1,894)     134,486
Noninterest income                         56,279        35,210       91,489        41,248        30,017       71,265
Noninterest expense                       159,401        28,893      188,294       122,970        26,434      149,404
                                      ---------------------------------------------------------------------------------
Income before income taxes                 65,679         6,068       71,747        54,658         1,689       56,347
Income tax expense                         21,565         1,671       23,236        18,029           646       18,675
                                      ---------------------------------------------------------------------------------
Net income                            $    44,114   $     4,397  $    48,511   $    36,629    $    1,043   $   37,672
                                      =================================================================================

Average assets (in millions)          $ 7,822,423   $   931,779  $ 8,754,202    $6,262,245      $668,308   $6,930,553
                                      =================================================================================
</TABLE>

E.   Recent Accounting Statements

In June 1998,  the FASB issued  Statement  No. 133  "Accounting  for  Derivative
Instruments and Hedging  Activities"  (FAS 133). FAS 133 requires 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.  The Company  adopted FAS 133 on January 1, 2001. Due to the Company's
minimal use of  derivatives,  adoption did not have a significant  effect on the
results of operations or the financial position of the Company. Future

                                       5

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

impact of FAS 133 will  depend  on the  nature  and  purpose  of the  derivative
instruments in use by the Company at that time.

In June 2001, the FASB issued Statements No. 141 "Business Combinations" and No.
142 "Goodwill and Other Intangible Assets," effective for fiscal years beginning
after December 15, 2001.  Under the new rules,  goodwill and  intangible  assets
deemed to have indefinite  lives will no longer be amortized but will be subject
to annual  impairment

tests in accordance with the Statements.  Other intangible  assets will continue
to be amortized  over their useful  lives.  The Company will apply the new rules
beginning in the first quarter of 2002. Due to the immaterial amount of goodwill
and intangible assets recorded on the Company's  balance sheet,  adoption of the
Statements  is not  expected  to have a  significant  impact on the  results  of
operations or the financial position of the Company.

F.   Trust Capital Securities

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

G.   Earnings Per Share

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

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Six Months Ended
                                                               June 30                            June 30
                                                   -------------------------------------------------------------------
                                                       2001              2000             2001              2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>               <C>              <C>
Basic:
Net income applicable to common stock                    $25,110          $ 19,377          $48,511          $ 37,672
                                                   =============     =============    =============     =============

Average common shares outstanding                         32,226            30,650           32,067            30,457
                                                   =============     =============    =============     =============

Net income per common share - basic                        $0.78          $   0.63            $1.51          $   1.23
                                                   =============     =============    =============     =============

Diluted:
Net income applicable to common stock
on a diluted basis                                       $25,110          $ 19,377          $48,511          $ 37,672
                                                   =============     =============    =============     =============

Average common shares outstanding                         32,226            30,650           32,067            30,457
Additional shares considered in diluted
computation assuming:
Exercise of stock options                                  1,710             1,105            1,618             1,021
                                                   -------------     -------------    -------------     -------------
Average common shares outstanding
on a diluted basis                                        33,936            31,755           33,685            31,478
                                                   =============     =============    =============     =============

Net income per common share - diluted                      $0.74          $   0.61            $1.44          $   1.20
                                                   =============     =============    =============     =============
</TABLE>

                                       6
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

Capital Resources
-----------------

At June 30, 2001,  stockholders' equity totaled $560.5 million or 6.00% of total
assets,  compared to $492.2  million or 5.93% of total  assets at  December  31,
2000.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at June 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>        <C>            <C>         <C>            <C>
June 30, 2001
Company
     Risk based capital ratios:
       Tier 1                             $610,816       10.77%     $226,758        4.00%      $340,138        6.00%
       Total capital                       677,564       11.95       453,517        8.00        566,896       10.00
     Leverage ratio                        610,816        6.78       360,420        4.00        450,525        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                             $353,611        9.88%     $143,215        4.00%      $214,822        6.00%
       Total capital                       391,832       10.94       286,430        8.00        358,037       10.00
     Leverage ratio                        353,611        6.53       216,581        4.00        270,726        5.00

June 30, 2000
Company
     Risk based capital ratios:
       Tier 1                             $491,924       10.98%     $179,140        4.00%      $268,710        6.00%
       Total capital                       549,728       12.27       358,280        8.00        447,850       10.00
     Leverage ratio                        491,924        6.78       290,042        4.00        362,553        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                             $256,616        9.98%    $ 102,831        4.00%      $154,246        6.00%
       Total capital                       281,801       10.96       205,661        8.00        257,077       10.00
     Leverage ratio                        256,616        6.49       158,065        4.00        197,581        5.00
</TABLE>

At June 30, 2001,  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 June 30, 2001, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits
--------

Total  deposits at June 30, 2001 were $8.37 billion,  up $1.83  billion,  or 28%
over total deposits of $6.54 billion at June 30, 2000, and up by $978.5 million,
or 13% from year-end  2000.  Deposit  growth during the first six months of 2001
included core deposit growth in all categories as well as growth from the public
sector.  The Company  experienced  "same-store  core deposit growth" of 16.5% at
June 30, 2001 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
activities  is to maximize net interest  income,  while  maintaining  acceptable
levels of interest rate risk. The Company's

                                       7

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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 June
30, 2001,  the  Company's  income  simulation  model  indicates net income would
increase  by 2.33% and  decrease  by 3.32% in the first year and over a two year
time frame, respectively,  if rates decreased as described above, as compared to
an  increase of 5.12% and 2.69%,  respectively,  at June 30,  2000.  At June 30,
2001,  the model  projects that net income would  decrease by 5.14% and 3.78% in
the first year and over a two year time frame, respectively,  if rates increased
as described above, as compared to a decrease of 6.30% and 4.87%,  respectively,
at June 30, 2000. 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 June 30, 2001, 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 six months of 2001,  the
Company reduced its short-term borrowings, primarily through increased deposits.
At June 30, 2001,  short-term  borrowings  aggregated  $126.1 million and had an
average rate of 3.65%, as compared to $283.7 million at an average rate of 6.70%
at December 31, 2000.

                                       8
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


Interest Earning Assets
-----------------------

For the six month period ended June 30, 2001,  interest earning assets increased
$949.2 million from $7.43 billion to $8.37 billion.  This increase was primarily
in investment securities and the loan portfolio as described below.

Loans
-----

During the first six months of 2001,  net loans  increased  $415.8  million from
$3.64 billion to $4.05 billion. At June 30, 2001, loans represented 48% of total
deposits and 43% of total assets. All segments of the loan portfolio experienced
growth in the first six months of 2001,  including  loans  secured by commercial
real estate properties, commercial loans, and consumer loans.

Investments
-----------

In total, for the first six months of 2001,  securities increased $489.9 million
from $3.64 billion to $4.13 billion.  The available for sale portfolio increased
$658.2  million to $2.68 billion at June 30, 2001 from $2.02 billion at December
31, 2000, and the securities held to maturity portfolio decreased $203.2 million
to $1.31  billion at June 30,  2001 from $1.51  billion at  year-end  2000.  The
portfolio of trading  securities  increased  $34.8 million from year-end 2000 to
$144.2  million at June 30,  2001.  At June 30,  2001,  the average  life of the
investment   portfolio  was  approximately  6.6  years,  and  the  duration  was
approximately  4.6 years. At June 30, 2001, total securities  represented 44% of
total assets.

Net Income
----------

Net income for the second quarter of 2001 was $25.1 million, an increase of $5.7
million or 30% over the $19.4 million  recorded for the second  quarter of 2000.
Net income for the first six months of 2001 was $48.5  million,  an  increase of
$10.8 million or 29% over the $37.7 million recorded for the first six months of
2000.  On a per share basis,  diluted net income for the second  quarter of 2001
and the first six months of 2001 were $0.74 and $1.44 per common share  compared
to $0.61 and $1.20 per common share for the respective 2000 periods.

Return on average assets (ROA) and return on average equity (ROE) for the second
quarter  of 2001 were  1.11% and  18.16%,  respectively,  compared  to 1.08% and
20.59%,  respectively,  for the same 2000 period.  ROA and ROE for the first six
months of 2001 were 1.11% and 18.04%, respectively, compared to 1.09% and 20.60%
a year ago.

Net Interest Income
-------------------

Net interest  income  totaled $95.4  million for the second  quarter of 2001, an
increase  of $22.0  million or 30% from $73.4  million in the second  quarter of
2000.  Net  interest  income  for the first six  months of 2001  totaled  $181.1
million,  up $39.5  million  or 28% from  the  first  six  months  of 2000.  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  $47.4  million for the second  quarter of 2001, an
increase  of $11.8  million or 33% from $35.6  million in the second  quarter of
2000.  The increase was due primarily to increased  deposit  charges and service
fees,  which rose $6.6 million over the second  quarter of 2000 primarily due to
higher transaction  volumes. In addition,  other operating income increased $5.1
million over the prior year,  including  increased revenues of $1.5 million from
CCMI, the Company's municipal public finance  subsidiary,  increased revenues of
$1.3 million from Commerce National Insurance, the Company's insurance brokerage
subsidiary, and increased bank card-related revenues of $1.5 million.

For the first six months of 2001,  noninterest income totaled $91.5 million,  an
increase of $20.2  million or 28% from $71.3  million in the first six months of
2000.  Deposit  charges and service fees rose $11.5  million over the prior year
primarily due to higher  transaction  volumes.  Other operating income rose $8.6
million over the first six months of 2000,  including increased revenues of $3.2
million from CCMI,  $1.3  million from  Commerce  National  Insurance,  and

                                       9
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

$2.9 million from bank card-related  income.  In addition,  the Company recorded
$980 thousand in net investment securities gains in the first six months of 2001
versus $820 thousand a year ago.

Noninterest Expense
-------------------

For the second quarter of 2001,  noninterest  expense totaled $97.9 million,  an
increase of $21.4 million or 28% over the same period in 2000.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of branches increasing from 129 at June 30, 2000 to 159 at June 30, 2001.
With the addition of these new offices, staff, facilities,  and related expenses
rose accordingly.  Other noninterest  expenses rose $5.5 million over the second
quarter of 2000. This increase resulted  primarily from higher bank card-related
service  charges,   increased  business  development  expenses,   and  increased
provisions for non-credit-related losses.

For the first six months of 2001, noninterest expense totaled $188.3 million, an
increase of $38.9 million or 26% over $149.4  million in the first six months of
2000.  Contributing  to this increase was new branch  activity and the growth of
CCMI and Commerce National Insurance as noted above. Other noninterest  expenses
rose $9.5  million  over the first six  months of 2000.  The  increase  resulted
primarily from higher bank  card-related  service  charges,  increased  business
development expenses, and increased provisions for non-credit-related losses.

The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring  gains) was 69.02% for the first six months of 2001 as compared to
70.10% for the same 2000 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 June
30, 2001 were $20.7 million,  or 0.22% of total assets compared to $16.6 million
or 0.20% of total  assets at  December  31,  2000 and $14.5  million or 0.19% of
total assets at June 30, 2000.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest)  at June 30,  2001
were $19.1 million or 0.47% of total loans compared to $13.6 million or 0.37% of
total  loans at December  31, 2000 and $11.0  million or 0.32% of total loans at
June  30,  2000.  At June 30,  2001,  loans  past due 90 days or more and  still
accruing interest amounted to $1.4 million compared to $489 thousand at December
31, 2000 and $473  thousand at June 30, 2000.  Additional  loans  considered  as
potential problem loans by the Company's  internal loan review department ($40.7
million at June 30, 2001) have been evaluated as to risk exposure in determining
the adequacy of the allowance for loan losses.

Other real estate (ORE) at June 30, 2001  totaled $1.6 million  compared to $3.0
million at December 31, 2000 and $3.4 million at June 30, 2000. 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 June 30, 2001, December 31,
2000, and June 30, 2000.

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",

                                       10

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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

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



                                       11

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


The following summary presents  information  regarding  non-performing loans and
assets as of June 30, 2001 and the preceding four quarters:  (dollar  amounts in
thousands)

<TABLE>
<CAPTION>
                                                  June 30,      March 31,   December 31,   September 30,    June 30,
                                                    2001          2001          2000           2000           2000
                                             ------------------------------------------------------------------------
Non-accrual loans:
<S>                                                <C>           <C>           <C>            <C>            <C>
   Commercial                                      $10,608       $10,681       $4,955         $5,771         $4,960
   Consumer                                          1,338         1,378        1,295          1,296            891
   Real estate:
     Construction                                    1,590         1,590        1,459             50             55
     Mortgage                                        5,598         5,756        5,840          5,979          4,720
                                             ------------------------------------------------------------------------
         Total non-accrual loans                    19,134        19,405       13,549         13,096         10,626
                                             ------------------------------------------------------------------------

Restructured loans:
   Commercial                                           10            11           11             12            240
   Consumer
   Real estate:
     Construction
     Mortgage                                                                      82             85            183
                                             ------------------------------------------------------------------------
         Total restructured loans                       10            11           93             97            423
                                             ------------------------------------------------------------------------

Total non-performing loans                          19,144        19,416       13,642         13,193         11,049
                                             ------------------------------------------------------------------------

Other real estate                                    1,552         1,452        2,959          2,941          3,448
                                             ------------------------------------------------------------------------

Total non-performing assets                         20,696        20,868       16,601         16,134         14,497
                                             ------------------------------------------------------------------------

Loans past due 90 days or more
   And still accruing                                1,416           537          489            561            473
                                             ------------------------------------------------------------------------

Total non-performing assets and
   Loans past due 90 days or more                  $22,112       $21,405      $17,090        $16,695        $14,970
                                             ========================================================================

Total non-performing loans as a
   Percentage of total period-end loans              0.47%         0.50%        0.37%          0.36%          0.32%

Total non-performing assets as a
   Percentage of total period-end assets             0.22%         0.23%        0.20%          0.21%          0.19%

Total non-performing assets and loans
   Past due 90 days or more as a
   Percentage of total period-end assets             0.24%         0.24%        0.21%          0.21%          0.20%

Allowance for loan losses as a percentage
   Of total non-performing loans                      301%          269%         357%           359%           398%

Allowance for loan losses as a percentage
   Of total period-end loans                         1.40%         1.36%        1.32%          1.30%          1.28%

Total non-performing assets and loans
   Past due 90 days or more as a
   Percentage of stockholders' equity and
   Allowance for loan losses                            4%            4%           3%             3%             3%
</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              Six Months Ended             Ended
                                            06/30/01        06/30/00       06/30/01       06/30/00        12/31/00
                                          ------------    -----------    ------------   ------------    ------------
<S>                                           <C>            <C>             <C>            <C>             <C>
Balance at beginning of period                $52,157        $40,705         $48,680        $38,382         $38,382
Provisions charged to operating expenses        7,982          3,642          12,591          7,135          13,931
                                           ----------      ---------      ----------     ----------      ----------
                                               60,139         44,347          61,271         45,517          52,313

Recoveries on loans charged-off:
Commercial                                        150             71             159            167             276
Consumer                                           95            112             136            156             248
Real estate                                         2              1              14              2              52
                                           ----------      ---------      ----------     ----------      ----------
Total recoveries                                  247            184             309            325             576

Loans charged-off:
Commercial                                     (1,976)          (268)         (2,334)        (1,304)         (2,911)
Consumer                                         (636)          (259)         (1,295)          (534)         (1,243)
Real estate                                      (226)                          (403)                           (55)
                                           ----------      ---------      ----------     ----------      ----------
Total charge-offs                              (2,838)          (527)         (4,032)        (1,838)         (4,209)
                                           ----------      ---------      ----------     ----------      ----------
Net charge-offs                                (2,591)          (343)         (3,723)        (1,513)         (3,633)
                                           ----------      ---------      ----------     ----------      ----------

Balance at end of period                      $57,548        $44,004         $57,548        $44,004         $48,680
                                           ==========      =========      ==========     ==========      ==========

Net charge-offs as a percentage of
average loans outstanding                        0.26%          0.04%           0.19%          0.10%           0.11%
</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 4.   Submission of Matters to a Vote of Securities Holders

          The Annual Meeting of the  Registrant's  Shareholders  was held on May
          15, 2001.  The only items of business acted upon at the Annual Meeting
          were (i) the  election of 12  directors  for one year terms;  and (ii)
          approval  of  the  amendment  of  Commerce  Bancorp,  Inc.'s  Restated
          Certificate  of  Incorporation  to  increase  the  number of shares of
          common stock that the Company is  authorized  to issue by  100,000,000
          shares. The number of votes cast for, against, or withheld, as well as
          the number of abstentions and broker non-votes was as follows:

          (i)  Election of directors:

          Name of                                           (Withhold Authority)
          Nominee                              For                 Against
          -------                              ---                 -------

          Vernon W. Hill, II               26,704,247           1,796,781
          David Baird, IV                  27,991,580             509,448
          Robert C. Beck                   26,794,487           1,706,541
          Jack R Bershad                   26,981,699           1,519,329
          Joseph M. Buckelew               26,863,947           1,637,081
          C. Edward Jordan, Jr.            26,870,647           1,630,381
          Morton N. Kerr                   27,075,342           1,425,686
          Steven M. Lewis                  27,825,374             675,654
          Daniel J. Ragone                 27,975,737             525,291
          William A. Schwartz, Jr.         27,991,584             509,444
          Joseph T. Tarquini, Jr           27,984,423             516,605
          Frank C. Videon, Sr.             27,973,414             527,614

          (ii) Approval of the amendment of Commerce  Bancorp,  Inc.'s  Restated
               Certificate of  Incorporation to increase the number of shares of
               common  stock  that  the  Company  is   authorized  to  issue  by
               100,000,000 shares:

                                                                        Broker
                           For         Against        Abstain          Non-Vote
                           ---         -------        -------          --------
                    21,537,001       6,842,651        121,374             0


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

No reports on Form 8-K were filed during the second quarter ended June 30, 2001.


                                       14
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


                                   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)










      August 9, 2001                           /s/ DOUGLAS J. PAULS
--------------------------         ---------------------------------------------
          (Date)                                 DOUGLAS J. PAULS
                                               SENIOR VICE PRESIDENT
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                       15