SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Form 10-Q


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

                    For the quarter ended September 30, 1995

                                       OR

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


                For the transition period from ______ to ______


                            Commission File #0-12874


                             COMMERCE BANCORP, INC.
             (Exact name of registrant as specified in its charter)


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


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


                                 (609) 751-9000
              (Registrant's telephone number, including area code)


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

                           Yes __X__                No _____


<PAGE>


                     APPLICABLE ONLY TO CORPORATE ISSUERS:


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




         Common Stock                                10,679,526
       (Title of Class)                      (No. of Shares Outstanding
                                                   as of 11/03/95)



 Series C ESOP Cumulative Con-
   vertible Preferred Stock                             417,000
         (Title of Class)                      (No. of Shares Outstanding
                                                    as of 11/03/95)


<PAGE>


                    COMMERCE BANCORP, INC. AND SUBSIDIARIES




                                     INDEX



                                                                            Page


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
             September 30, 1995 and December 31, 1994 .......................1

         Consolidated  Statements  of Income  (Unaudited)  
             Three months ended  September  30, 1995 and 
             September 30, 1994 and nine months ended  
             September  30, 1995 and  September 30, 1994 ....................2

         Consolidated Statements of Cash Flows (Unaudited)
             Nine months ended September 30, 1995 and
             September 30, 1994 .............................................3

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

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operation .............................6

PART II. OTHER INFORMATION

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



<PAGE>1


                    Commerce Bancorp, Inc. and Subsidiaries
                          Consolidated Balance Sheets
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                          September 30,  December 31,
                     (dollars in thousands)                                    1995          1994
<S>                                                                       <C>           <C>
Assets               Cash and due from banks                                $  140,740   $  119,697
                     Federal funds sold                                         32,200        9,750
                                                                            ----------   ----------
                          Cash and cash equivalents                            172,940      129,447
                     Mortgages held for sale                                     7,633        2,263
                     Securities available for sale                             159,570      118,855
                     Securities held to maturity:
                          U.S. Government agency mortgage-backed
                            obligations                                      1,038,869    1,113,359
                          Collateralized mortgage obligations                    1,678        2,390
                          Obligations of state and political subdivisions       10,060          565
                          Other securities                                      39,415       28,819
                                                                            ----------   ----------
                            Total securities held to maturity
                            (market value 1995-$1,059,366;
                             1994-$1,039,311)                                1,090,022    1,145,133
                     Trading securities                                          1,735

                     Loans                                                     869,883      801,952
                          Less allowance for loan losses                        13,005       12,036
                                                                            ----------   ----------
                                                                               856,878      789,916
                     Bank premises and equipment, net                           67,539       57,997
                     Other assets                                               46,540       47,679
                                                                            ----------   ----------
                                                                            $2,402,857   $2,291,290
                                                                            ==========   ==========

Liabilities          Deposits:
                          Demand:
                            Interest-bearing                                $  634,625   $  510,345
                            Noninterest-bearing                                395,824      367,421
                          Savings                                              473,041      488,282
                          Time                                                 712,739      468,524
                                                                            ----------   ----------
                            Total deposits                                   2,216,229    1,834,572
                     Other borrowed money                                                   312,895
                     Other liabilities                                           2,604        3,565
                     Obligation to Employee Stock Ownership Plan (ESOP)          4,615        5,385
                     Long-term debt                                             23,000       23,000
                                                                            ----------   ----------
                                                                             2,246,448    2,179,417

Stockholders'        Common stock, 10,777,252 shares issued
Equity                   (8,889,506 shares in 1994)                             16,839       13,234
                     Series C preferred stock, 417,000 shares
                         authorized, issued and outstanding
                         (liquidating preference: $18.00 per share
                          totaling $7,506)                                       7,506        7,506
                     Capital in excess of par or stated value                  112,318       80,033
                     Retained earnings                                          25,985       17,757
                                                                            ----------   ----------
                                                                               162,648      118,530
                     Less commitment to ESOP                                     4,615        5,385
                     Less treasury stock, at cost, 100,159 common shares
                          in 1995 (79,520 in 1994)                               1,624        1,272
                                                                            ----------   ----------
                            Total stockholders' equity                         156,409      111,873
                                                                            ----------   ----------

                                                                            $2,402,857   $2,291,290
                                                                            ==========   ==========
</TABLE>





<PAGE>2


                    Commerce Bancorp, Inc. and Subsidiaries
                       Consolidated Statements of Income
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                       Three Months Ended            Nine Months Ended
                                                                          September 30,                 September 30,
                       (dollars in thousands, except per 
                        share amounts)                                  1995         1994            1995          1994
<S>                                                                  <C>           <C>             <C>           <C>
Interest               Interest and fees on loans                      $20,552      $16,781         $58,901       $47,784
income                 Interest on investments                          19,986       21,447          61,851        60,095
                       Other interest                                    1,036          276           2,833           687
                                                                       -------      -------         -------       -------
                            Total interest income                       41,574       38,504         123,585       108,566
                                                                       -------      -------         -------       -------

Interest               Interest on deposits:
expense                   Demand                                         4,438        2,468          11,724         6,963
                          Savings                                        2,874        3,004           8,355         8,883
                          Time                                           9,564        4,870          25,101        14,454
                                                                       -------      -------         -------       -------
                            Total interest on deposits                  16,876       10,342          45,180        30,300
                       Interest on other borrowed money                    220        4,007           6,379         9,744
                       Interest on long-term debt                          507          507           1,519         1,519
                                                                       -------      -------         -------       -------
                            Total interest expense                      17,603       14,856          53,078        41,563
                                                                       -------      -------         -------       -------

                       Net interest income                              23,971       23,648          70,507        67,003
                       Provision for loan losses                           388        1,050           1,633         3,160
                                                                       -------      -------         -------       -------
                       Net interest income after provision for loan
                         losses                                         23,583       22,598          68,874        63,843

Noninterest            Deposit charges and service fees                  4,249        3,387          11,711        10,282
income                 Other operating income                            1,126          794           3,054         2,351
                       Net investment securities gains                      88          641             106           641
                                                                       -------      -------         -------       -------
                            Total noninterest income                     5,463        4,822          14,871        13,274
                                                                       -------      -------         -------       -------

Noninterest            Salaries                                          6,870        5,924          19,469        16,833
expense                Benefits                                          1,517        1,733           5,165         4,936
                       Occupancy                                         2,285        2,030           6,222         5,835
                       Furniture and equipment                           2,441        2,302           6,996         6,158
                       Office                                            1,916        1,770           5,259         4,643
                       Audit and regulatory fees and assessments           275        1,315           2,756         3,662
                       Marketing                                           715          555           2,041         1,801
                       Other real estate (net)                             516          800           1,807         2,255
                       Other                                             2,657        2,347           6,767         6,738
                                                                       -------      -------         -------       -------
                            Total noninterest expenses                  19,192       18,776          56,482        52,861
                                                                       -------      -------         -------       -------

                       Income before income taxes                        9,854        8,644          27,263        24,256
                       Provision for federal and state income taxes      3,577        3,128           9,927         8,814
                                                                       -------      -------         -------       -------
                       Net income                                        6,277        5,516          17,336        15,442

                       Dividends on preferred stocks                       141          141             422           927
                                                                       -------      -------         -------       -------
                       Net income applicable to common stock            $6,136       $5,375         $16,914       $14,515
                                                                       =======      =======         =======       =======

                       Net income per common and common equivalent 
                         share:
                          Primary                                        $0.56        $0.62           $1.59         $1.76
                                                                       -------      -------         -------       -------
                          Fully diluted                                  $0.53        $0.57           $1.53         $1.59
                                                                       -------      -------         -------       -------
                       Average common and common equivalent shares 
                         outstanding:
                          Primary                                       11,013        8,712          10,601         8,264
                                                                       -------      -------         -------       -------
                          Fully diluted                                 11,616        9,682          11,303         9,656
                                                                       -------      -------         -------       -------
                       Cash dividends declared, common stock             $0.16        $0.15           $0.47         $0.43
                                                                       =======      =======         =======       =======
</TABLE>


<PAGE>3


                    Commerce Bancorp, Inc. And Subsidiaries
                     Consolidated Statements of Cash Flows
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                  Nine Months Ended September 30,
                        (dollars in thousands)                                          1995         1994
<S>                                                                                  <C>          <C>
Operating activities    Net income                                                    $  17,336    $  15,442
                        Adjustments to reconcile net income to net cash
                           provided by operating activities:
                              Provision for loan losses                                   1,633        3,160
                              Provision for depreciation, amortization accretion          9,779       13,200
                              Gains on sales of securities available for sale               (88)        (641)
                              Proceeds from sales of mortgages held for sale              9,887       73,420
                              Originations of mortgages held for sale                   (15,257)     (31,422)
                              Net loan (chargeoffs)                                        (664)      (1,855)
                              Net increase in trading securities                         (1,735)
                              (Increase) decrease in other assets                        (1,708)       8,750
                              Decrease in other liabilities                                (961)     (19,209)
                                                                                      ---------    ---------
                                   Net cash provided by operating activities             18,222       60,845

Investing activities    Proceeds from the sales of securities available for sale            128          961
                        Proceeds from the maturity of securities available for sale      12,943       32,619
                        Proceeds from the maturity of securities held to maturity        63,624      108,291
                        Purchase of securities available for sale                       (48,126)      (1,074)
                        Purchase of securities held to maturity                         (11,452)    (346,002)
                        Net increase in loans                                           (73,257)     (68,771)
                        Proceeds from sales of loans                                      5,326        4,839
                        Purchases of premises and equipment                             (15,119)     (16,482)
                                                                                      ---------    ---------
                                    Net cash (used) by investing activities             (65,933)    (285,619)

Financing activities    Net increase in demand and savings deposits                     137,442       58,159
                        Net increase (decrease)  in time deposits                       244,215      (30,853)
                        Net (decrease) increase in other borrowed money                (312,895)     189,417
                        Issuance of common stock                                         25,774
                        Dividends paid                                                   (5,240)      (4,288)
                        Proceeds from issuance of common stock under
                             dividend reinvestment and other stock plans                  2,112        1,610
                        Purchase of treasury stock                                         (352)        (205)
                        Other                                                               147           44
                                                                                      ---------    ---------
                                    Net cash provided by financing activities            91,203      213,884

                        Increase (decrease)  in cash and cash equivalent                 43,493      (10,890)
                        Cash and cash equivalents at beginning of year                  129,447      105,725
                                                                                      ---------    ---------
                        Cash and cash equivalents at end of period                    $ 172,940    $  94,835
                                                                                      ---------    ---------

                        Supplemental disclosures of cash flow information:
                          Cash paid during the period for:
                            Interest                                                  $  53,398    $  40,216
                            Income taxes                                                  9,608        9,164
                                                                                      ---------    ---------
</TABLE>


<PAGE>4

                    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 for the period ended December 31, 1994. The
         results for the three months ended September 30, 1995, and for the nine
         months ended September 30, 1995 are not  necessarily  indicative of the
         results that may be expected for the year ended December 31, 1995.

                  The consolidated  financial statements include the accounts of
         Commerce  Bancorp,  Inc. (the  "Company") and all of its  subsidiaries,
         including    Commerce   Bank,   N.A.    ("Commerce    NJ"),    Commerce
         Bank/Pennsylvania,  N.A.  and  Commerce  Bank/Shore,  N.A. All material
         intercompany  transactions  have been eliminated.  Certain amounts from
         1994 have been reclassified to conform with the 1995 presentation.

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.       Employee Stock Ownership Plan (ESOP) Debt Guarantee

                  The Company has  guaranteed a debt  obligation of its Employee
         Stock  Ownership Plan ("ESOP")  which  originated at $7,500,000 and has
         been reduced to $4,615,000 through principal  reductions.  Accordingly,
         the loan amount is  reflected  in the  Company's  consolidated  balance
         sheet  as a  liability  and  an  equal  amount,  representing  deferred
         employee benefits,  has been recorded as a deduction from stockholders'
         equity.  The ESOP  obtained  the loan in 1990 to acquire a new class of
         Company Cumulative Convertible Preferred Stock (Series C) at a price of
         $18.00 per share.  The loan was  refinanced in 1994,  and is payable in
         quarterly installments with the final payment due January 28, 2000. The
         loan bears interest at a variable rate,  although the rate can be fixed
         at future repricing dates in accordance with the loan agreement. As the
         Company makes annual

<PAGE>5

         contributions to the ESOP, these contributions, plus dividends from the
         Company's  Series C Preferred  Stock held by the ESOP,  will be used to
         repay the loan.

D.       Issuance of Common Stock

                  On February 15, 1995, the Company  publicly  issued  1,725,000
         shares of common  stock.  Net proceeds to the Company were  $25,774,000
         after deducting expenses of $1,826,000.  The proceeds are earmarked for
         general  corporate  purposes,  including  providing  additional  equity
         capital to the  Company's  bank  subsidiaries  to support the Company's
         branch expansion growth strategy.



<PAGE>6


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

                  At September 30, 1995,  stockholders'  equity  totaled  $156.4
         million or 6.51% of total assets,  compared to $111.9  million or 4.88%
         of total assets at December 31, 1994. On February 15, 1995, the Company
         issued 1,725,000  shares of common stock,  resulting in net proceeds of
         $25.8 million.

                  The table below  presents a comparison  of the  Company's  and
         each of its three  bank  subsidiaries  risk-based  capital  ratios  and
         leverage ratios to the minimum regulatory  requirements for the periods
         indicated.

<TABLE>
<CAPTION>
                                                                                                        Capital
                                                                                                        Excess
                                                                                      Minimum            as of
                                              September 30,       September 30,     Regulatory       September 30,
                                                  1995                1994         Requirements          1995
                                                  ----                ----         ------------          ----
                                                                                                    (in thousands)
<S>                                            <C>                <C>              <C>             <C>
         Company
                Risk based capital ratios:
                  Tier 1                          12.84%              9.94%          4.00%            $103,420
                  Total capital                   15.92              13.17           8.00               92,630
                Leverage ratio                     6.37               4.67           3.00-5.00          79,300 (1)

         Commerce NJ
                Risk based capital ratios:
                  Tier 1                          14.78%             11.41%          4.00%             $99,030
                  Total capital                   15.92              12.44           8.00               72,770
                Leverage ratio                     7.21               5.31           3.00-5.00          79,330 (1)

         Commerce PA
                Risk based capital ratios:
                  Tier 1                          11.77%             12.33%          4.00%            $  9,340
                  Total capital                   12.69              13.39           8.00                5,640
                Leverage ratio                     6.10               6.30           3.00-5.00           7,200 (1)

         Commerce Shore Risk based capital ratios:
                  Tier 1                          13.56%             13.17%          4.00%             $12,760
                  Total capital                   14.60              14.42           8.00                8,810
                Leverage ratio                     6.18               5.97           3.00-5.00           9,320 (1)
<FN>
         (1) Based on a minimum regulatory requirement of 3.00%
</FN>
</TABLE>

                At September 30, 1995, 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%.


<PAGE>7


         Deposits

                  Total  deposits at September 30, 1995 were $2.22  billion,  up
         $444.0  million,  or 25%  over  total  deposits  of  $1.77  billion  at
         September  30, 1994,  and up by $381.7  million,  or 21% from  year-end
         1994.  Deposit  growth during the first nine months of 1995 was largely
         from  the  public  sector,   supported  by  growth  in  core  deposits,
         particularly time deposits.

         Interest Rate Sensitivity and Liquidity

                  An interest  rate  sensitive  asset or  liability is one that,
         within a defined time period, either matures or experiences an interest
         rate change in line with general market interest  rates.  Historically,
         the most common method of estimating  interest rate risk was to measure
         the  maturity  and  repricing  relationships  between  interest-earning
         assets and  interest-bearing  liabilities  at  specific  points in time
         ("GAP"), typically one year. Under this method, a company is considered
         liability sensitive when the amount of its interest-bearing liabilities
         exceeds the amount of its  interest-earning  assets within the one year
         horizon.  The  following  table  illustrates  the GAP  position  of the
         Company as of September 30, 1995 (dollar amounts in millions):

<TABLE>
<CAPTION>
                                                           1-90      91-180      181-365     1-5     Beyond
                                                           Days       Days        Days      Years    5 Years    Total
<S>                                                   <C>           <C>        <C>       <C>        <C>       <C>
         Rate Sensitive:
         Interest-earning assets
           Loans                                           $ 444         $14        $29      $240       $143    $   870
           Investment securities                              61          37         80       426        647      1,251
           Federal funds sold                                 32                                                     32
                                                         -------     -------    -------   -------    -------    -------
         Total interest-earning assets                       537          51        109       666        790      2,153
                                                         -------     -------    -------   -------    -------    ------- 
         Interest-bearing liabilities
           Deposits
              Transaction accounts                           355                                         752      1,107
              Time                                           304         102        163       125         19        713
           Other borrowed money
           Long-term debt                                                                                 23         23
                                                         -------     -------    -------   -------    -------    ------- 
         Total interest-bearing liabilities                  659         102        163       125        794      1,843
                                                         -------     -------    -------   -------    -------    ------- 

         Period GAP                                         (122)        (51)       (54)      541          4     $  310
                                                         -------     -------    -------   -------    -------    ------- 
         Cumulative GAP                                   $ (122)      $(173)     $(227)    $ 314       $310
                                                          =======    ========   ========  =======    =======
</TABLE>


         The  Company's  negative one year GAP  position has been  significantly
         reduced  during the first nine  months of 1995,  primarily  through the
         elimination of short-term borrowings at September 30, 1995.

                  Management   utilizes   additional  tools,   including  income
         simulation  analysis,  which it  believes  provides  a more  meaningful
         measure of 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.


<PAGE>8


                  The Company's  income  simulation  model  indicates that a 100
         basis point increase or decrease in general market  interest rates over
         the next 12 months would have little  effect on projected  net interest
         income.  Management  continues to review and refine its  interest  rate
         risk management process in response to the changing economic climate.

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

                  In  order to  reduce  the  potential  impact  from a  dramatic
         increase in interest rates, the Company entered into  interest-rate cap
         agreements  during the first  quarter of 1995.  The strike price of the
         agreements  exceeds current market  interest rates.  The agreements are
         for a notional amount of $200 million for a period of two years.

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

         Short-Term Borrowings

                  Short-term   borrowings   consist  of  securities  sold  under
         agreement to repurchase.  These  borrowings  were used as an additional
         source of funding for the investment  portfolio and to fund loan growth
         during 1994.  At December 31, 1994,  short-term  borrowings  aggregated
         $312.9 million and had an average rate of 5.94%.  During the first nine
         months of 1995,  the  Company  eliminated  its  outstanding  short-term
         borrowings, primarily through increased deposits.

         Interest Earning Assets

                For the nine month period  ended  September  30, 1995,  interest
         earning  assets  increased  $83.1  million from $2.07  billion to $2.16
         billion.  This  increase  was  primarily  in the loan  portfolio  which
         increased $67.9 million.


<PAGE>9


         Loans

                  During the first nine months of 1995,  loans  increased  $67.9
         million from $802.0 million to $869.9  million.  At September 30, 1995,
         loans represented 39% of total deposits and 36% of total assets.

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

         Investments

                  In  total,  for the  first  nine  months  of 1995,  securities
         decreased  $12.7 million from $1.26 billion to $1.25  billion.  For the
         nine month period ended  September 30, 1995,  securities  available for
         sale increased from $118.9  million to $159.6  million,  as a result of
         securities purchases in the third quarter.  Securities held to maturity
         decreased  from $1.15 billion to $1.09 billion, reflecting  payments on
         the existing portfolio. Trading securities increased to $1.7 million as
         a result of the  establishment of Commerce  Capital,  a bank securities
         dealer  department of Commerce NJ. At September  30, 1995,  the average
         life of the investment portfolio is approximately 6.8 years.

                Short-term  investments  (Federal  funds sold)  increased  $22.5
         million from $9.8  million to $32.2  million.  At  September  30, 1995,
         total  securities and Federal funds sold  aggregated  $1.28 billion and
         represented 53% of total assets.

         Net Income

                Net income for the third  quarter of 1995 was $6.3  million,  an
         increase of $761 thousand over the $5.5 million  recorded for the third
         quarter of 1994. Net income for the first nine months of 1995 was $17.3
         million, an increase of $1.9 million over the $15.4 million recorded in
         the first nine months of 1994. These increases were due to increases in
         net  interest  income,  as well as  reduced  loan loss  provisions  and
         increases  in  noninterest   income  which  offset  increased  overhead
         expenses. On a per share basis,  fully-diluted net income for the third
         quarter of 1995 and for the nine months of 1995 were $.53 and $1.53 per
         common  share  compared  to $.57 and  $1.59  per  common  share for the
         respective 1994 periods.  Net income per share for the third quarter of
         1995  and for the  first  nine  months  of 1995  were  impacted  by the
         issuance of 1,725,000 shares of common stock via an underwritten public
         offering in the first quarter of 1995.

                Return on average  assets  (ROA) and  return on  average  equity
         (ROE)  for  the  third   quarter  of  1995  were   1.06%  and   16.60%,
         respectively,  compared to 0.97% and 20.56%, respectively, for the same
         1994  period.  ROA and ROE for the first nine months of 1995 were 0.99%
         and 16.40%, respectively, compared to 0.93% and 19.80% a year ago.

         Net Interest Income

                  Net  interest  income  totaled  $24.0  million  for the  third
         quarter of 1995, an increase of $323 thousand or 1%, from $23.6 million
         in the third  quarter of 1994.  Net interest  income for the first nine
         months of 1995 totaled  $70.5  million,  up $3.5 million or 5% from the
         first nine months of

<PAGE>10


         1994. The improvement in net interest income for both reporting periods
         was due primarily to volume increases in the loan portfolio.

         Noninterest Income

                Noninterest  income in 1995  increased  $641  thousand  and $1.6
         million for the three and nine months ended September 30, respectively,
         over the comparable 1994 periods. These increases were due primarily to
         increased deposit charges and service fees, which offset a reduction in
         gains from the sale of investment securities.

         Noninterest Expense

                  For the third  quarter of 1995,  noninterest  expense  totaled
         $19.2  million,  an increase of $416 thousand,  or 2.2%,  over the same
         period in 1994.  Contributing  to this increase was new branch activity
         over the past twelve  months,  with the number of  branches  increasing
         from 42 at September  30, 1994 to 47 at September 30, 1995. As a result
         of the  addition  of these  offices,  staff,  facilities,  and  related
         expenses rose accordingly.  Benefits  decreased $216 thousand primarily
         as a result of favorable  claims  experience  in the  employee  medical
         plan.  Audit and  regulatory  fees and  assessments  decreased  by $1.0
         million due to the reduction in Federal deposit insurance rates enacted
         retroactive to June 1, 1995.

                  For the first nine months of 1995, noninterest expense totaled
         $56.5  million,  an increase of $3.6 million,  or 6.9%,  over the first
         nine  months of 1994.  Contributing  to this  increase  was new  branch
         activity as noted above.

                  One  key  measure  used to  monitor  progress  in  controlling
         overhead  expenses  is the ratio of  noninterest  expenses  to  average
         assets.  For the first nine months of 1995,  this ratio  equaled  3.22%
         versus 3.17% for the comparable 1994 period.  The operating  efficiency
         ratio (noninterest expenses,  less other real estate expenses,  divided
         by net interest income plus noninterest income excluding  non-recurring
         gains)  was 64.04% for the first  nine  months of 1995 as  compared  to
         63.04% for the same 1994 period.

         Loan and Asset Quality

                  Total non-performing  assets  (non-performing  loans and other
         real  estate,  excluding  loans  past  due 90 days or  more  and  still
         accruing interest) at September 30, 1995 were $17.9 million, or .74% of
         total  assets  compared  to $22.3  million  or .97% of total  assets at
         December  31,  1994 and  $23.9  million  or 1.06%  of total  assets  at
         September 30, 1994.

                  Total non-performing loans (non-accrual loans and restructured
         loans,  excluding  loans  past due 90 days or more and  still  accruing
         interest)  at  September  30,  1995 were $7.7  million or .89% of total
         loans compared to $11.8 million or 1.47% of total loans at December 31,
         1994 and $10.7  million or 1.40% of total loans at September  30, 1994.
         At  September  30,  1995,  loans  past  due 90 days or more  and  still
         accruing interest amounted to $77 thousand compared to $211 thousand at
         December 31, 1994 and $199 thousand at September  30, 1994.  Additional
         loans considered as potential  problem loans by the Company's  internal
         loan review  department  ($7.6  million at  September  30,  1995,  $7.0
         million at December 31, 1994 and $6.6  million at  September  30, 1994)
         have been evaluated as to risk exposure in determining  the adequacy of
         the allowance for loan losses.

<PAGE>11

                  Other real estate  (ORE) at September  30, 1995 totaled  $10.1
         million  compared  to $10.5  million  at  December  31,  1994 and $13.2
         million at September 30, 1994.  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 September 30, 1995, December 31, 1994, and September 30, 1994.


<PAGE>12


         The following  summary presents  information  regarding  non-performing
         loans and  assets  as of  September  30,  1995 and the  preceding  four
         quarters: (dollar amounts in thousands)

<TABLE>
<CAPTION>

                                     Sept. 30,     June 30,    March 31,    Dec. 31,    Sept. 30,
                                        1995         1995         1995        1994        1994
<S>                                 <C>            <C>          <C>         <C>        <C>

Non-accrual loans:
  Commercial                               $658         $897       $1,379      $1,624      $1,810
  Consumer                                1,186        1,063        1,025       1,427       1,629
  Real Estate:
    Construction                            911          911          955         955         922
    Mortgage                              4,441        7,003        7,201       7,240       5,908
                                        -------      -------      -------     -------     -------
      Total non-accrual loans             7,196        9,874       10,560      11,246      10,269
                                        -------      -------      -------     -------     -------

Restructured loans
  Commercial                                173          140          142         143         157
  Consumer                                   69           70           29          29
  Real Estate:
    Construction
    Mortgage                                301           85          302         404         280
                                        -------      -------      -------     -------     -------
      Total restructured loans              543          295          473         576         437
                                        -------      -------      -------     -------     -------

  Total non-performing loans              7,739       10,169       11,033      11,822      10,706
                                        -------      -------      -------     -------     -------

Other real estate                        10,120        8,591        9,880      10,517      13,170
                                        -------      -------      -------     -------     -------

Total non-performing assets              17,859       18,760       20,913      22,339      23,876
                                        -------      -------      -------     -------     -------

Loans past due 90 days or more
  and still accruing                         77           86           92         211         199
                                        -------      -------      -------     -------     -------

Total non-performing assets and
  loans past due 90 days or more        $17,936      $18,846      $21,005     $22,550     $24,075
                                        =======      =======      =======     =======     =======

Total non-performing loans as a
  percentage of total period-end
  loans                                    0.89%        1.20%        1.35%       1.47%       1.40%

Total non-performing assets as a
  percentage of total period-end 
  assets                                   0.74%        0.79%        0.92%       0.97%       1.06%

Total non-performing assets and loans
  past due 90 days or more as a
  percentage of total period-end
  assets                                   0.75%        0.80%        0.92%       0.98%       1.07%

Allowance for loan losses as a
  percentage of total non-performing
  loans                                     168%         129%         117%        102%        106%

Allowance for loan losses as a 
  percentage of total period-end loans     1.50%        1.54%        1.57%       1.50%       1.48%

Total non-performing assets and loans
  past due 90 days or more as a
  percentage of stockholders' equity 
  and allowance for loan losses              11%          12%          13%         18%         20%
</TABLE>

<PAGE>13


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

<TABLE>
<CAPTION>
                                                                Year
                                     Nine Months Ended         Ended
                                   09/30/95     09/30/94      12/31/94
<S>                                <C>         <C>          <C>
Balance at beginning of period      $12,036      $10,023       $10,023
Provisions charged to operating 
  expenses                            1,633        3,160         4,210
                                    -------      -------       -------
                                     13,669       13,183        14,233
Recoveries on loans charged-off:
  Commercial                             94           71           100
  Consumer                              120           93           123
  Real estate                           288            1            22
                                    -------      -------       -------
Total recoveries                        502          165           245

Loans charged-off:
  Commercial                           (526)      (1,285)       (1,519)
  Consumer                             (326)        (383)         (530)
  Real estate                          (314)        (352)         (393)
                                    -------      -------       -------
Total charged-off                    (1,166)      (2,020)       (2,442)
                                    -------      -------       -------
Net charge-offs                        (664)      (1,855)       (2,197)
                                    -------      -------       -------

Balance at end of period            $13,005      $11,328       $12,036
                                    =======      =======       =======



Net charge-offs as a percentage of
average loans outstanding              0.11%        0.33%         0.29%
</TABLE>


<PAGE>14



                           PART II. OTHER INFORMATION



Item 6.           Exhibits and Reports on Form 8-K

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

                           No reports  on Form 8-K were  filed  during the third
                           quarter ended September 30, 1995.




<PAGE>15


                                   SIGNATURES





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



                                              COMMERCE BANCORP, INC.
                                                   (Registrant)










November 14, 1995                          /s/ C. EDWARD JORDAN, JR.
-----------------                          --------------------------
  (Date)                                      C. EDWARD JORDAN, JR.
                                            EXECUTIVE VICE PRESIDENT
                                          (PRINCIPAL FINANCIAL OFFICER)