SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarter ended March 31, 2003
                                       --------------
                                       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
                                            --------


                                 [LOGO OMITTED]

             (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 __
                           ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                        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                                           69,110,715
--------------------------------------------------------------------------------
        (Title of Class)                              (No. of Shares Outstanding
                                                              as of 5/8/03)


<PAGE>
<TABLE>
<CAPTION>



                                  COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                                   INDEX

                                                                                                       Page
<S>                                                                                                    <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Balance Sheets (unaudited)
              March 31, 2003 and December 31, 2002.......................................................1

              Consolidated Statements of Income (unaudited)
              Three months ended March 31, 2003 and
              March 31, 2002.............................................................................2

              Consolidated Statements of Cash Flows (unaudited)
              Three months ended March 31, 2003 and
              March 31, 2002.............................................................................3

              Consolidated Statement of Changes in Stockholders' Equity (unaudited)
              Three months ended March 31, 2003..........................................................4

              Notes to Consolidated Financial Statements (unaudited).....................................5

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operation.........................................................9

Item 3.       Quantitative and Qualitative Disclosures About Market Risk................................17

Item 4.       Control and Procedures....................................................................17

PART II.      OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K...............................................................19
</TABLE>





<PAGE>
<TABLE>
<CAPTION>



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

                  ------------------------------------------------------------------------------------------------
                                                                                  March 31,        December 31,
                                                                                 ---------------------------------
                  (dollars in thousands)                                             2003              2002
                  ------------------------------------------------------------------------------------------------
<S>                                                                                <C>             <C>
Assets            Cash and due from banks                                          $  832,821      $   811,434
                  Federal funds sold                                                   61,000                 0
                                                                                 -------------   ---------------
                       Cash and cash equivalents                                      893,821           811,434
                  Loans held for sale                                                  55,230            96,920
                  Trading securities                                                  205,631           326,479
                  Securities available for sale                                     8,852,908         7,806,779
                  Securities held to maturity                                         927,562           763,026
                      (market value 03/03-$957,414; 12/02-$791,889)
                  Loans
                                                                                    5,993,427         5,822,589
                       Less allowance for loan losses                                  94,731            90,733
                                                                                 -------------   ---------------
                                                                                    5,898,696         5,731,856
                  Bank premises and equipment, net                                    556,945           499,189
                  Other assets                                                        407,330           368,298
                                                                                 -------------   ---------------
                                                                                  $17,798,123      $ 16,403,981
                                                                                 -------------   ---------------

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                       $ 6,097,976      $  5,635,351
                           Noninterest-bearing                                      3,626,661         3,243,091
                       Savings                                                      3,331,131         2,861,677
                       Time                                                         3,176,133         2,808,722
                                                                                 -------------   ---------------
                           Total deposits                                          16,231,901        14,548,841
                  Other borrowed money                                                109,622           391,641
                  Other liabilities                                                   303,039           345,489
                  Convertible Trust Capital Securities - Commerce Capital
                       Trust II                                                       200,000           200,000
                                                                                 =============   ===============
                                                                                   16,844,562        15,485,971

Stockholders'     Common stock, 69,071,627 shares
Equity                 issued (68,043,171 shares in 2002)                              69,072            68,043
                  Capital in excess of par or stated value                            565,246           538,795
                  Retained earnings                                                   231,280           199,604
                  Accumulated other comprehensive income                               93,208           113,614
                                                                                 -------------   ---------------
                                                                                      958,806           920,056

                  Less treasury stock, at cost, 286,358 shares
                        issued (209,794 shares in 2002)                                 5,245             2,046
                                                                                 -------------   ---------------
                           Total stockholders' equity                                 953,561           918,010
                                                                                 -------------   ---------------
                                                                                  $17,798,123      $ 16,403,981
                                                                                 =============   ===============
                                          See accompanying notes.
</TABLE>


                                       1
<PAGE>
<TABLE>
<CAPTION>



                                                 COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                                   CONSOLIDATED STATEMENTS OF INCOME
                                                              (unaudited)

                  -----------------------------------------------------------------------------------------------
                                                                                      Three Months Ended
                                                                                          March 31,
                                                                                -------------------------------
                  (dollars in thousands, except per share amounts)                  2003             2002
                  -----------------------------------------------------------------------------------------------
<S>                                                                                  <C>               <C>
Interest          Interest and fees on loans                                         $ 93,121          $81,823
income            Interest on investments                                             113,661           86,217
                  Other interest                                                           79              164
                                                                                --------------   --------------
                           Total interest income                                      206,861          168,204
                                                                                --------------   --------------

Interest          Interest on deposits:
expense                Demand                                                          12,397           12,908
                       Savings                                                          6,355            7,078
                       Time                                                            16,846           21,281
                                                                                --------------   --------------
                           Total interest on deposits                                  35,598           41,267
                  Interest on other borrowed money                                        914              426
                  Interest on long-term debt                                            3,020            2,432
                                                                                --------------   --------------
                           Total interest expense                                      39,532           44,125
                                                                                --------------   --------------

                  Net interest income                                                 167,329          124,079
                  Provision for loan losses                                             6,900            6,900
                                                                                --------------   --------------
                  Net interest income after provision for loan losses                 160,429          117,179

Noninterest       Deposit charges and service fees                                     34,842           28,963
income            Other operating income                                               41,360           26,927
                  Net investment securities losses                                      (136)
                                                                                --------------   --------------
                           Total noninterest income                                    76,066           55,890
                                                                                --------------   --------------

Noninterest       Salaries and benefits                                                82,082           60,145
expense           Occupancy                                                            20,488           12,098
                  Furniture and equipment                                              21,226           15,105
                  Office                                                                9,186            6,916
                  Marketing                                                             5,276            4,861
                  Other                                                                33,863           26,796
                                                                                --------------   --------------
                           Total noninterest expenses                                 172,121          125,921
                                                                                --------------   --------------

                  Income before income taxes                                           64,374           47,148
                  Provision for federal and state income taxes                         21,484           15,398
                                                                                --------------   --------------
                  Net income                                                         $ 42,890         $ 31,750
                                                                                 =============   ==============

                  Net income per common and common equivalent share:
                       Basic                                                         $   0.63         $   0.48
                       Diluted                                                       $   0.60         $   0.45
                  Average common and common equivalent shares outstanding:
                       Basic                                                           68,318           65,995
                       Diluted                                                         71,785           70,033
                  Cash dividends, common stock                                       $   0.17         $   0.15

                             See accompanying notes.
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>


                                                 COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                              (unaudited)

                  ----------------------------------------------------------------------------------------------------
                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                       -------------------------------
                  (dollars in thousands)                                                       2003             2002
                  ----------------------------------------------------------------------------------------------------
<S>                                                                                       <C>              <C>
Operating         Net income                                                              $   42,890       $   31,750
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                               6,900            6,900
                       Provision for depreciation, amortization and accretion                 27,459           13,531
                         Losses on sales of securities available for sale                       (136)
                       Proceeds from sales of loans held for sale                            421,783          290,945
                       Originations of loans held for sale                                  (380,093)        (257,300)
                       Net decrease in trading securities                                    120,848           39,625
                       (Increase) decrease in other assets                                   (31,746)          19,189
                       Decrease in other liabilities                                         (42,450)         (45,032)
                  ----------------------------------------------------------------------------------------------------
                             Net cash provided by operating activities                       165,455           97,980

Investing         Proceeds from the sales of securities available for sale                   752,512          275,325
activities        Proceeds from the maturity of securities available for sale              1,087,641          396,716
                  Proceeds from the maturity of securities held to maturity                  135,436          135,619
                  Purchase of securities available for sale                               (2,929,021)      (1,752,379)
                  Purchase of securities held to maturity                                   (299,839)         (17,823)
                  Net increase in loans                                                     (222,739)        (327,303)
                  Proceeds from sales of loans                                                48,999            6,677
                  Capital expenditures                                                       (70,165)         (38,045)
                  ----------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                        (1,497,176)      (1,319,585)

Financing         Net increase in demand and savings deposits                              1,315,649          682,787
activities        Net increase in time deposits                                              367,411          452,482
                  Net decrease in other borrowed money                                      (282,019)        (182,987)
                  Proceeds from Trust Capital Securities                                                      200,000
                  Dividends paid                                                             (11,213)          (9,846)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                              25,588           16,950
                  Other                                                                       (1,308)
                  ----------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     1,414,108        1,159,386

                  Increase (decrease) in cash and cash equivalents                            82,387          (62,219)
                  Cash and cash equivalents at beginning of year                             811,434          557,738
                  ----------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $  893,821       $  495,519
                  ====================================================================================================

                  Supplemental disclosures of cash flow information: Cash paid
                     during the period for:
                       Interest                                                           $   39,586       $   43,053
                  ----------------------------------------------------------------------------------------------------
                                                           See accompanying notes.

</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>



                                                 COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                        Consolidated Statement of Changes in Stockholders' Equity

Three months ended March 31, 2003
(in thousands)
------------------------------------------------------------------------------------------------------------------------------------
                                                                   Capital in                           Accumulated
                                                                   Excess of                               Other
                                                         Common      Par or      Retained   Treasury   Comprehensive
                                                          Stock   Stated Value   Earnings    Stock         Income         Total
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>         <C>         <C>        <C>            <C>           <C>
Balances at December 31, 2002                             $68,043     $538,795    $199,604   $(2,046)       $ 113,614     $918,010
Net income                                                                          42,890                                  42,890
   Other comprehensive income, net of tax
     Unrealized loss on securities (pre-tax $20,722)                                                          (13,983)     (13,983)
     Reclassification adjustment (pre-tax $9,881)                                                              (6,423)      (6,423)
                                                                                                                       -------------
   Other comprehensive income                                                                                              (20,406)
Total comprehensive income                                                                                                  22,484
Cash dividends paid                                                                (11,213)                                (11,213)
Shares issued under dividend reinvestment
   and compensation and benefit plans (985 shares)            985       24,603                                              25,588
Acquisition of insurance brokerage agency (44 shares)          44        1,848                                               1,892
Other                                                                                   (1)   (3,199)                       (3,200)
------------------------------------------------------------------------------------------------------------------------------------
Balances at March 31, 2003                                $69,072     $565,246    $231,280   $(5,245)       $  93,208     $953,561
------------------------------------------------------------------------------------------------------------------------------------


                                                  See accompanying notes.
</TABLE>




                                       4
<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 accounting principles generally
accepted in the United  States 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 reflect 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 year ended  December 31, 2002.
The  results  for the three  months  ended  March 31,  2003 are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2003.

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 Insurance  Services,  Inc.
(CIS), Commerce Capital Trust II, and Commerce Capital Markets, Inc. (CCMI). All
material  intercompany  transactions have been eliminated.  Certain amounts from
prior years have been reclassified to conform with 2003 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.     Comprehensive Income

Total  comprehensive  income,  which for the  Company  included  net  income and
changes in  unrealized  gains and  losses on the  Company's  available  for sale
securities,  amounted to $22.5 million and $6.6 million,  respectively,  for the
three months ended March 31, 2003 and 2002.

D.     Other

In  accordance  with  accounting  principles  generally  accepted  in the United
States,  when capitalizing costs for branch  construction,  the Company includes
the costs of purchasing the land, developing the site, constructing the building
(or leasehold  improvements if the property is leased), and furniture,  fixtures
and equipment necessary to equip the branch.  Capital  expenditures for branches
that have not yet opened are included in Other assets. All other pre-opening and
post-opening costs related to branches are expensed as incurred.





                                       5
<PAGE>
<TABLE>
<CAPTION>



E.     Segment Information

Selected segment information is as follows:

-------------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                   March 31, 2003                           March 31, 2002
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>           <C>           <C>          <C>
Net interest income                   $     168,229 $       (900)$   167,329   $   125,470   $   (1,391)  $   124,079
Provision for loan losses                     6,900            -       6,900         6,900            -         6,900
                                      -----------------------------------------------------------------------------------
Net interest income after provision         161,329         (900)    160,429       118,570       (1,391)      117,179
Noninterest income                           49,995       26,071      76,066        36,048       19,842        55,890
Noninterest expense                         149,450       22,671     172,121       107,852       18,069       125,921
                                      -----------------------------------------------------------------------------------
Income before income taxes                   61,874        2,500      64,374        46,766          382        47,148
Income tax expense                           20,975          509      21,484        15,256          142        15,398
                                      -----------------------------------------------------------------------------------
Net income                            $      40,899 $      1,991 $    42,890    $   31,510   $      240   $    31,750
                                      ===================================================================================

Average assets (in billions)          $      14,993 $      1,839 $    16,832    $   10,495   $    1,196   $    11,691
                                      ===================================================================================
</TABLE>

F.     Recent Accounting Statement

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." This  interpretation  provides
guidance on how to identify a variable  interest  entity  ("VIE") and  determine
when  the  assets,   liabilities,   noncontrolling  interests,  and  results  of
operations  of a VIE need to be included in a company's  consolidated  financial
statements.   The  new  accounting  provisions  of  this  interpretation  became
effective  upon issuance for all new variable  interest  entities  created after
January 31,  2003,  and to  variable  interest  entities in which an  enterprise
obtains an  interest  after that date.  It applies to the first  fiscal  year or
interim period beginning after June 15, 2003, to variable  interest  entities in
which an enterprise  holds a variable  interest that it acquired before February
1, 2003.  While the impact is  currently  being  assessed,  management  does not
expect the adoption of FIN 46 to have a material impact on the Company's results
of operations and financial position.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation - Transition and  Disclosure"  (FAS 148).  This statement  provides
alternative methods of transition for a voluntary change to the fair value based
method of  accounting  for  stock-based  employee  compensation  and  amends the
disclosure   requirements  of  FAS  No.   123,   "Accounting   for   Stock-Based
Compensation."  This  statement  is  effective  for fiscal  years  ending  after
December  15,  2002 and did not have an impact  on the  financial  condition  or
operating results of the Company.

The Company will  continue to follow APB Opinion No. 25,  "Accounting  for Stock
Issued to Employees" and related  Interpretations to account for its stock-based
compensation  plans.  If the Company had  accounted  for stock options under the
fair value provisions of FAS 123, net income and net income per share would have
been as follows (in thousands, except per share amounts):


      ------------------------------------------------------------------------
                                              2003                  2002
      ------------------------------------------------------------------------

      Pro forma net income                    $ 40,510              $ 29,643

      Pro forma net income per share:
      Basic                                   $   0.59              $   0.45
      Diluted                                     0.57                  0.43
      ------------------------------------------------------------------------


                                       6
<PAGE>

The fair value of options  granted in 2003 and 2002 was estimated at the date of
grant using a  Black-Scholes  option  pricing model with the following  weighted
average assumptions: risk-free interest rates of 3.00% to 4.41%, dividend yields
of 1.50% to  2.50%,  volatility  factors  of the  expected  market  price of the
Company's  common  stock  of .304 and  weighted  average  expected  lives of the
options of 5.22 and 4.75 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the Company's stock options have  characteristics  significantly  different from
those of traded options, and because changes in the subjective input assumptions
can materially  affect the fair value  estimate,  in management's  opinion,  the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

G.     Trust Capital Securities

On March 11, 2002 the Company issued $200.0 million of 5.95%  Convertible  Trust
Capital  Securities  through  Commerce Capital Trust II, a newly formed Delaware
business  trust  subsidiary  of  the  Company.  The  Convertible  Trust  Capital
Securities mature in 2032.  Holders of the Convertible Trust Capital  Securities
may convert each security into 0.9478 shares of Company common stock, subject to
adjustment,  if (1) the closing sale price of Company  common stock for at least
20 trading  days in a period of 30  consecutive  trading days ending on the last
trading day of any calendar  quarter  beginning with the quarter ending June 30,
2002 is more than 110% of the Convertible  Trust Capital  Securities  conversion
price ($52.75 at March 31, 2003) then in effect on the last day of such calendar
quarter,  (2) the assigned  credit  rating by Moody's of the  Convertible  Trust
Capital  Securities  is at or  below  Bal,  (3) the  Convertible  Trust  Capital
Securities are called for redemption,  or (4) specified  corporate  transactions
have occurred.  All $200.0 million of the Convertible  Trust Capital  Securities
qualify as Tier 1 capital for regulatory capital purposes. As of March 31, 2003,
the Convertible Trust Capital Securities were not convertible.  The net proceeds
of this  offering  were  used for  general  corporate  purposes,  including  the
redemption of the Company's  $57.5 million of 8.75% Trust Capital  Securities on
July  1,  2002  and the  repayment  of the  Company's  $23.0  million  of 8 3/8%
subordinated notes on May 20, 2002.

H.     Earnings Per Share

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

                                                                           Three Months Ended
                                                                               March 31,
                                                                -----------------------------------------
                                                                      2003                   2002
                                                                ------------------    -------------------

Basic:
<S>                                                                     <C>                   <C>
Net income                                                              $42,890               $31,750
                                                                ==================    ===================
Average common shares outstanding                                        68,318                65,995
                                                                ==================    ===================
Net income per share of common share                                    $  0.63               $  0.48
                                                                ==================    ===================
Diluted:
Net income                                                              $42,890               $31,750
                                                                ==================    ===================


Average common shares outstanding                                        68,318                65,995
Additional shares considered in diluted
   computation assuming:
Exercise of stock options                                                 3,467                 4,038
                                                                ------------------    -------------------
Average number of shares outstanding
   on a diluted basis                                                    71,785                70,033
                                                                ==================    ===================
Net income per common share - diluted                                   $  0.60               $  0.45
                                                                ==================    ===================



</TABLE>

                                       7
<PAGE>



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

Capital Resources

At March 31, 2003, stockholders' equity totaled $953.6 million or 5.36% of total
assets, compared to $918.0 million or 5.60% of total assets at December 31,
2002.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at March 31, 2003 and 2002:
<TABLE>
<CAPTION>

                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>        <C>             <C>        <C>             <C>
March 31, 2003
Company
     Risk based capital ratios:
       Tier 1                           $1,050,051       11.25%     $373,411        4.00%      $560,117        6.00%
       Total capital                     1,144,782       12.26       746,823        8.00        933,529       10.00
     Leverage ratio                      1,050,051        6.28       668,655        4.00        835,819        5.00
Commerce NJ
     Risk based capital ratios:
       Tier 1                             $567,037        9.83%     $230,644        4.00%      $345,966        6.00%
       Total capital                       630,037       10.93       461,288        8.00        576,610       10.00
     Leverage ratio                        567,037        5.53       410,116        4.00        512,645        5.00
March 31, 2002
Company
     Risk based capital ratios:
       Tier 1                             $876,379       12.84%     $273,067        4.00%      $409,601        6.00%
       Total capital                       990,846       14.51       546,135        8.00        682,668       10.00
     Leverage ratio                        876,379        7.51       466,568        4.00        583,210        5.00
Commerce NJ
     Risk based capital ratios:
       Tier 1                             $406,225        9.70%     $167,498        4.00%      $251,247        6.00%
       Total capital                       452,595       10.81       334,996        8.00        418,744       10.00
     Leverage ratio                        406,225        6.00       270,739        4.00        338,424        5.00


</TABLE>

At March 31, 2003,  the Company's  consolidated  capital  levels and each of the
Company's  bank   subsidiaries   met  the  regulatory   definition  of  a  "well
capitalized" financial institution, i.e., a leverage capital ratio exceeding 5%,
a Tier 1 risk-based  capital ratio exceeding 6%, and a total risk-based  capital
ratio exceeding 10%.  Management believes that as of March 31, 2003, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits
--------

Total  deposits at March 31, 2003 were $16.2  billion,  up $4.9 billion,  or 43%
over total  deposits of $11.3 billion at March 31, 2002, and up by $1.7 billion,
or 12% from year-end 2002.  Deposit growth during the first three months of 2003
included core deposit growth in all categories as well as growth from the public
sector. The Company experienced "same-store core deposit growth" of 29% at March
31, 2003 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




                                       8
<PAGE>


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  believes 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  plus 200 and minus 100 basis point  change  during the next year,
with rates remaining  constant in the second year. The Company's ALCO policy has
established that interest income  sensitivity  will be considered  acceptable if
net income in the above  interest  rate  scenario is within 15% of net income in
the flat rate  scenario  in the first year and within 30% over the two year time
frame. At March 31, 2003, the Company's income simulation model net income would
decrease  by 2.35% and 4.65% in the first  year and over a two year time  frame,
respectively,  if rates  decreased as  described  above.  At March 31 2002,  the
Company's  income  simulation  model was run assuming a 200 basis point decrease
and indicated net income would decrease by 2.64% and by 10.97% in the first year
and over a two year  time  frame,  respectively.  At March 31,  2003,  the model
projects  that net income  would  increase by 7.78% and  increase  13.83% in the
first year and over a two year time frame,  respectively,  if rates increased as
described  above  as  compared  to a  decrease  by  0.88%  and  increase  4.88%,
respectively,  at March 31, 2002. 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 plus
200 and minus 100  basis  point  change in  rates.  The  Company's  ALCO  policy
indicates that the level of interest rate risk is  unacceptable if the immediate
plus 200 and minus 100 basis  point  change  would  result in the loss of 50% or
more of the excess of market value over book value in the current rate scenario.
At March 31,  2003,  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.  If  necessary,  the Company has the ability to raise
liquidity through collateralized  borrowings,  FHLB advances, or the sale of its
available for sale investment portfolio. As of March 31, 2003 the Company had in
excess  of $8.5  billion  in  immediately  available  liquidity  which  includes
securities  that could be sold or used for  collateralized  borrowings,  cash on
hand, and borrowing capacities under existing lines of credit.  During the first
three  months  of  2003,  deposit  growth  was used to fund  growth  in the loan
portfolio and purchase additional investment securities.




                                       9
<PAGE>


Short-Term Borrowings
---------------------

Short-term borrowings,  or other borrowed money, consist primarily of securities
sold under agreements to repurchase and overnight lines of credit,  and are used
to meet short term funding  needs.  During the first three  months of 2003,  the
Company reduced its short-term borrowings, primarily through increased deposits.
At March 31, 2003,  short-term  borrowings  aggregated $109.6 million and had an
average rate of 1.14%, as compared to $391.6 million at an average rate of 1.55%
at December 31, 2002.

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

For the three  month  period  ended  March 31,  2003,  interest  earning  assets
increased  $1.3 billion from $14.8 billion to $16.1  billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans
-----

During the first three months of 2003,  loans increased $170.8 million from $5.8
billion to $6.0  billion.  At March 31,  2003,  loans  represented  37% of total
deposits and 34% of total assets. All segments of the loan portfolio experienced
growth in the first three months of 2003,  including loans secured by commercial
real estate properties, commercial loans, and consumer loans.

The following table summarizes the loan portfolio of the Company by type of loan
as of the dates shown.
<TABLE>
<CAPTION>


                                                       March 31,          December 31,
                                                  -----------------------------------------
                                                         2003                 2002
                                                  -----------------------------------------
<S>                                                      <C>                   <C>
                                                           (dollars in thousands)
Commercial real estate:
   Owner-occupied                                        $  1,333,390          $ 1,345,306
   Investor developer                                         930,791              885,276
   Construction                                                91,378              102,080
                                                  -----------------------------------------
                                                            2,355,559            2,332,662
Commercial:
   Term                                                       872,787              842,869
   Line of credit                                             732,693              683,640
   Demand                                                      15,795                  317
                                                  -----------------------------------------
                                                            1,621,275            1,526,826
Consumer:
   Mortgages (1-4 family residential)                         647,955              626,652
   Installment                                                134,116              140,493
   Home equity                                              1,183,594            1,139,589
   Credit lines                                                50,928               56,367
                                                  -----------------------------------------
                                                            2,016,593            1,963,101
                                                  -----------------------------------------
     Total loans                                         $  5,993,427          $ 5,822,589
                                                  =========================================
</TABLE>

                                       10
<PAGE>

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

In total, for the first three months of 2003, securities increased $1.09 billion
from $8.9 billion to $10.0 billion.  The available for sale portfolio  increased
$1.05  billion to $8.9  billion at March 31, 2003 from $7.8  billion at December
31, 2002, and the securities held to maturity portfolio increased $164.5 million
to $927.6  million at March 31, 2003 from $763.0  million at year-end  2002. The
portfolio of trading  securities  decreased $120.8 million from year-end 2002 to
$205.6  million at March 31, 2003.  At March 31,  2003,  the average life of the
investment   portfolio  was  approximately  3.3  years,  and  the  duration  was
approximately 2.7 years. At March 31, 2003, total securities  represented 56% of
total assets.

The following table  summarizes the book value of securities  available for sale
and securities held to maturity by the Company as of the dates shown.
<TABLE>
<CAPTION>

                                                              March 31,      December 31,
                                                           ---------------------------------
                                                                2003             2002
                                                           ---------------------------------
                                                                (dollars in thousands)
<S>                                                             <C>              <C>
U.S. Government agency and mortgage backed obligations          $8,721,995       $7,659,737
Obligations of state and political subdivisions                     32,325           23,185
Equity securities                                                   14,592           24,054
Other                                                               83,996           99,803
                                                           ---------------------------------
     Securities available for sale                              $8,852,908       $7,806,779
                                                           =================================



U.S. Government agency and mortgage backed obligations            $711,122         $624,688
Obligations of state and political subdivisions                    165,639           91,204
Other                                                               50,801           47,134
                                                           ---------------------------------
     Securities held to maturity                                  $927,562         $763,026
                                                           =================================
</TABLE>


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

Net income for the first quarter of 2003 was $42.9 million, an increase of $11.1
million or 35% over the $31.8 million recorded for the first quarter of 2002. On
a per share  basis,  diluted net income for the first  quarter of 2003 was $0.60
per common  share  compared to $0.45 per common  share for the first  quarter of
2002.

Return on average  assets (ROA) and return on average equity (ROE) for the first
quarter  of 2003 were  1.02% and  17.94%,  respectively,  compared  to 1.09% and
19.00%, respectively, for the same 2002 period.

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

Net interest  income  totaled  $167.3  million for the first quarter of 2003, an
increase  of $43.3  million or 35% from $124.1  million in the first  quarter of
2002.  The  improvement  in net  interest  income  was due  primarily  to volume
increases in the loan and investment portfolios.

The following  table sets forth balance sheet items on a daily average basis for
the three months ended March 31, 2003,  December 31, 2002 and March 31, 2002 and
presents the daily average interest earned on assets and paid on liabilities for
such periods.





                                       11
<PAGE>





<TABLE>
<CAPTION>


                                                Average Balances and Net Interest Income

                               -----------------------------------------------------------------------------------------------------
                                           March 2003                       December 2002                     March 2002
                               ----------------------------------  ------------------------------- ---------------------------------
                                 Average                 Average     Average              Average     Average              Average
(dollars in thousands)           Balance      Interest    Rate       Balance    Interest   Rate       Balance     Interest   Rate
                               ----------------------------------  ------------------------------- ---------------------------------
<S>                            <C>               <C>        <C>     <C>         <C>          <C>      <C>          <C>         <C>
Earning Assets
--------------------------------
Investment securities
   Taxable                     $  8,681,675      109,916    5.13%   $ 8,033,417 $104,326     5.15%    $ 5,511,447  $ 83,211    6.12%
   Tax-exempt                       140,307        2,545    7.36        113,895    1,820     6.34         110,293     1,665    6.12
   Trading                          270,299        3,215    4.82        272,107    4,068     5.93         189,651     2,960    6.33
                               ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------
Total investment securities       9,092,281      115,676    5.16      8,419,419  110,214     5.19       5,811,391    87,836    6.13
Federal funds sold                   27,154           80    1.19         51,988      181     1.38          40,672       164    1.64
Loans
   Commercial mortgages           2,177,008       35,125    6.54      2,241,044   37,009     6.55       1,828,586    31,304    6.94
   Commercial                     1,496,039       20,943    5.68      1,338,892   19,816     5.87       1,087,048    16,338    6.10
   Consumer                       2,075,256       33,719    6.59      1,963,307   33,928     6.86       1,656,000    30,936    7.58
   Tax-exempt                       258,614        5,129    8.04        195,972    4,517     9.14         233,669     4,992    8.66
                               ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------
Total loans                       6,006,917       94,916    6.41      5,739,215   95,270     6.59       4,805,303    83,570    7.05
                               ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------
Total earning assets            $15,126,352   $  210,672    5.65%  $ 14,210,622 $205,665     5.74%    $10,657,366  $171,570    6.53%
                               =============                       =============                   ===============



Sources of Funds
--------------------------------
Interest-bearing liabilities
   Regular savings             $  3,021,219   $    6,355    0.85%    $2,809,817 $  7,110     1.00%     $2,044,873  $  7,078    1.40%
   N.O.W. accounts                  403,415          813    0.82        393,844      919     0.93         300,742     1,053    1.42
   Money market plus              5,472,788       11,584    0.86      5,048,365   12,375     0.97       3,459,619    11,855    1.39
   Time deposits                  2,148,534       13,731    2.59      2,054,038   14,376     2.78       1,673,580    16,004    3.88
   Public funds                     793,437        3,115    1.59        842,374    3,998     1.88         874,379     5,277    2.45
                               ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------
     Total deposits              11,839,393       35,598    1.22     11,148,438   38,778     1.38       8,353,193    41,267    2.00

   Other borrowed money             272,304          914    1.36        201,547      729     1.44         102,611       426    1.68
   Long-term debt                   200,000        3,020    6.12        200,000    3,022     5.99         127,167     2,432    7.76
                               ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------
Total deposits and
interest-bearing
   liabilities                   12,311,697       39,532    1.30     11,549,985   42,529     1.46       8,582,971    44,125    2.08
Noninterest-bearing funds (net)   2,814,655                           2,660,637                         2,074,395
                               ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------
Total sources to fund earning  $ 15,126,352       39,532    1.06   $ 14,210,622   42,529     1.19    $ 10,657,366    44,125    1.68
assets                         ------------- ------------ -------  ------------ --------- -------- --------------- -------- --------


Net interest income and
   margin tax-equivalent basis                 $ 171,140    4.59%               $163,136     4.55%                 $127,445    4.85%
                                             ============ =======               ========= ========                ========= ========

Other Balances
--------------------------------
Cash and due from banks          $  865,209                          $  788,271                        $  510,269
Other assets                        933,321                             831,250                           592,129
Total assets                     16,831,542                          15,741,365                        11,690,615
Total deposits                   15,033,367                          14,170,281                        10,684,272
Demand deposits (noninterest-
     bearing)                     3,193,974                           3,021,843                         2,331,079
Other liabilities                   369,691                             283,708                           108,125
Stockholders' equity                956,180                             885,829                           668,440

Notes-    Weighted  average yields on tax-exempt  obligations have been computed
          on a tax-equivalent basis assuming a federal tax rate of 35%.
     -    Non-accrual loans have been included in the average loan balance
     -    Investment securities includes investments available for sale.
     -    Consumer loans include mortgage loans held for sale.

</TABLE>


                                       12
<PAGE>



Noninterest Income
------------------

Noninterest  income  totaled  $76.1  million for the first  quarter of 2003,  an
increase  of $20.2  million  or 36% from $55.9  million in the first  quarter of
2002. The increase was due to increased  deposit charges and service fees, which
rose  $5.9  million  over the  first  quarter  of 2002  primarily  due to higher
transaction volumes. In addition, other operating income increased $14.4 million
over the prior year, including increased revenues of $3.6 million from CCMI, the
Company's  municipal  public finance  subsidiary and increased  revenues of $2.7
million from CIS, the Company's insurance brokerage subsidiary.
<TABLE>
<CAPTION>


                                                              Three Months Ended
                                                              ------------------
                                                3/31/03             3/31/02            % Increase
                                                -------             -------            ----------
                                                            (Dollars in thousands)
                                           ----------------------------------------------------------
<S>                                                    <C>                 <C>                   <C>
Deposit charges & service fees                         $34,842             $28,963               20%
Other operating income:
     Insurance                                          16,055              13,388                20
     Capital markets                                    10,003               6,446                55
     Loan brokerage fees                                 7,923               4,025                97
     Other                                               7,379               3,068               141
                                           ----------------------------------------------------------
   Total other                                          41,360              26,927               54%
Net investment securities losses                         (136)
                                           ----------------------------------------------------------
Total non-interest income                              $76,066             $55,890               36%
                                           ==========================================================
</TABLE>

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

For the first quarter of 2003,  noninterest  expense totaled $172.1 million,  an
increase of $46.2 million or 37% over the same period in 2002.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of  branches  increasing  from 187 at March 31,  2002 to 226 at March 31,
2003.  With the addition of these new offices,  staff,  facilities,  and related
expenses rose accordingly. Other noninterest expenses rose $7.1 million over the
first  quarter of 2002.  This  increase  resulted  primarily  from  higher  bank
card-related  service charges,  increased  business  development  expenses,  and
increased provisions for non-credit-related losses.

The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring  gains) was 70.58% for the first three  months of 2003 as compared
to 69.80% for the same 2002 period. The Company's efficiency ratio remains above
its peer group primarily due to its aggressive growth expansion activities.

Loan and Asset Quality
----------------------

Total  non-performing  assets  (non-performing  loans  and  other  real  estate,
excluding  loans past due 90 days or more and still accruing  interest) at March
31, 2003 were $22.5 million,  or 0.13% of total assets compared to $17.8 million
or 0.11% of total  assets at  December  31,  2002 and $19.5  million or 0.16% of
total assets at March 31, 2002.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest)  at March 31, 2003
were $19.0 million or 0.32% of total loans compared to $14.2 million or 0.24% of
total  loans at December  31, 2002 and $16.9  million or 0.34% of total loans at
March 31,  2002.  At March 31,  2003,  loans  past due 90 days or more and still
accruing  interest  amounted  to $376  thousand  compared  to $620  thousand  at
December  31,  2002 and  $484  thousand  at March  31,  2002.  Additional  loans
considered  as potential  problem  loans by the  Company's  internal loan review
department  ($31.7  million at March 31,  2003) have been  evaluated  as to risk
exposure in determining the adequacy of the allowance for loan losses.

Other real estate (ORE) at March 31, 2003 totaled $3.6 million  compared to $3.6
million  at  December  31,  2002  and $2.6  million  at March  31,  2002.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.



                                       13
<PAGE>

<TABLE>
<CAPTION>


The following summary presents  information  regarding  non-performing loans and
assets as of March 31, 2003 and the preceding four quarters  (dollar  amounts in
thousands).

                                              March 31,     December 31,  September 30,    June 30,      March 31,
                                                 2003           2002          2002           2002           2002
                                           ---------------------------------------------------------------------------
Non-accrual loans:
<S>                                              <C>             <C>           <C>             <C>            <C>
   Commercial                                    $ 4,874         $ 5,412       $ 7,213         $7,581         $9,473
   Consumer                                        6,388           2,734         2,147          1,557          1,537
   Real estate:
     Construction                                                    131           131            181            181
     Mortgage                                      7,721           5,891         5,754          5,778          5,695
                                           ---------------------------------------------------------------------------
         Total non-accrual loans                  18,983          14,168        15,245         15,097         16,886
                                           ---------------------------------------------------------------------------

Restructured loans:
   Commercial                                          4               5             6              6              7
   Consumer
   Real estate:
     Construction
     Mortgage
                                           ---------------------------------------------------------------------------
         Total restructured loans                      4               5             6              6              7
                                           ---------------------------------------------------------------------------

Total non-performing loans                        18,987          14,173        15,251         15,103         16,893
                                           ---------------------------------------------------------------------------

Other real estate                                  3,553           3,589         2,367          2,471          2,602
                                           ---------------------------------------------------------------------------

Total non-performing assets                       22,540          17,762        17,618         17,574         19,495
                                           ---------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                376             620           900            834            484
                                           ---------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                $22,916         $18,382       $18,518        $18,408        $19,979
                                           ===========================================================================


Total non-performing loans as a
   percentage of total period-end loans            0.32%           0.24%         0.28%          0.29%          0.34%

Total non-performing assets as a
   percentage of total period-end assets           0.13%           0.11%         0.11%          0.13%          0.16%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets           0.13%           0.11%         0.12%          0.13%          0.16%

Allowance for loan losses as a percentage
   of total non-performing loans                    499%            640%          560%           530%           428%

Allowance for loan losses as a percentage
   of total period-end loans                       1.58%           1.56%         1.54%          1.52%          1.47%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of stockholders' equity and
   allowance for loan losses                          2%              2%            2%             2%             3%


</TABLE>

                                       14
<PAGE>
<TABLE>
<CAPTION>



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

                                                                                                       Year
                                                                   Three Months Ended                  Ended
                                                              ------------------------------
                                                               03/31/03           03/31/02           12/31/02
                                                              -----------        -----------         ----------
<S>                                                              <C>                <C>                <C>
Balance at beginning of period                                   $90,733            $66,981            $66,981
Provisions charged to operating expenses                           6,900              6,900             33,150
                                                              -----------        -----------         ----------
                                                                  97,633             73,881            100,131

Recoveries on loans charged-off:
     Commercial                                                      204                190                815
     Consumer                                                        131                115                339
     Commercial real estate                                                               1                176
                                                              -----------        -----------         ----------
Total recoveries                                                     335                306              1,330

Loans charged-off:
     Commercial                                                   (1,868)            (1,187)            (7,181)
     Consumer                                                     (1,365)              (724)            (3,514)
     Commercial real estate                                           (4)               (23)               (33)
                                                              -----------        -----------         ----------
Total charge-offs                                                 (3,237)            (1,934)           (10,728)
                                                              -----------        -----------         ----------
Net charge-offs                                                   (2,902)            (1,628)            (9,398)
                                                              -----------        -----------         ----------

Balance at end of period                                         $94,731            $72,253            $90,733
                                                              ===========        ===========         ===========


Net charge-offs as a percentage of
Average loans outstanding                                           0.19%              0.14%              0.18%

Net Reserve Additions                                            $ 3,998            $ 5,272            $23,752


</TABLE>

Forward-Looking Statements
--------------------------

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

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




                                       15
<PAGE>

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.


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.


Item 4.  Controls and Procedures
         -------------------------

Quarterly evaluation of the Company's Disclosure Controls and Internal Controls.
Within the 90 days prior to the date of this Quarterly  Report on Form 10-Q, the
Company  evaluated  the  effectiveness  of  the  design  and  operation  of  its
"disclosure controls and procedures"  ("Disclosure  Controls").  This evaluation
("Controls   Evaluation")   was  done  under  the   supervision   and  with  the
participation of management,  including the Chief Executive  Officer ("CEO") and
Chief Financial Officer ("CFO").


Limitations  on  the  Effectiveness  of  Controls.   The  Company's  management,
including the CEO and CFO, does not expect that its  Disclosure  Controls or its
"internal controls and procedures for financial reporting"  ("Internal Controls"
) will  prevent all error and all fraud.  A control  system,  no matter how well
conceived and operated,  can provide only  reasonable,  not absolute,  assurance
that the  objectives  of the control  system are met.  Further,  the design of a
control  system must reflect the fact that there are resource  constraints,  and
the benefits of controls must be considered relative to their costs.  Because of
the inherent  limitations in all control systems,  no evaluation of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within the Company have been detected.  These inherent  limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people,  or by  management  override of the  control.  The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions;
over time,  control may become inadequate  because of changes in conditions,  or
the degree of  compliance  with the  policies  or  procedures  may  deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements due to error or fraud may occur and not be detected.

Conclusions.  Based upon the Controls Evaluation, the CEO and CFO have concluded
that,  subject to the  limitations  noted  above,  the  Disclosure  Controls are
effective to timely alert  management  to material  information  relating to the
Company during the period when its periodic reports are being prepared.

In accordance with SEC  requirements,  the CEO and CFO note that, since the date
of the Controls Evaluation to the date of this Quarterly Report, there have been
no  significant  changes in  Internal  Controls or in other  factors  that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.





                                       16
<PAGE>



PART II. OTHER INFORMATION

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

Exhibits
--------

Exhibit 10.34   Ground  lease  dated  January 1, 2001,  between  Commerce NJ and
                Willingboro Equities,  L.L.C.,  relating to Commerce NJ's branch
                office in Willingboro, New Jersey.

Exhibit 10.35   Ground lease dated  November 27, 2001,  between  Commerce PA and
                Warrington  Equities,  L.L.C.,  relating to Commerce PA's branch
                office in Warrington, Pennsylvania.

Exhibit 99.1    906 Certification

Reports on Form 8-K
-------------------

No reports on Form 8-K were filed by the Company during the quarter ended March
31, 2003.










                                       17
<PAGE>



                                   SIGNATURES
                                   ----------

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



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










    May 14, 2003                               /s/ DOUGLAS J. PAULS
------------------------------    ----------------------------------------------
       (Date)                                    DOUGLAS J. PAULS
                                            SENIOR VICE PRESIDENT AND
                                              CHIEF FINANCIAL OFFICER
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)





                                       18
<PAGE>



CERTIFICATION

I, Vernon W. Hill, II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commerce Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

                                        /s/ Vernon W. Hill, II
                                        -----------------------

                                        Vernon W. Hill, II
                                        Chairman, President and Chief Executive
                                        Officer
                                        (principal executive officer)





                                       19
<PAGE>



CERTIFICATION

I, Douglas J. Pauls, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commerce Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: May 14, 2003

                                       /s/ Douglas J. Pauls
                                       -------------------------

                                       Douglas J. Pauls
                                       Senior Vice President and Chief Financial
                                       Officer  (principal financial officer)




                                       20
<PAGE>