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, 2001
                           ------------------

                                       OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from ______________ to ______________

                            Commission File #1-12069

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

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

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

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

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

      Yes  X                                             No __
          ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
    Indicate the number of shares outstanding of each of the issuer's classes
                 of common stock, as of the last practical date.

       Common Stock                                  32,688,053
--------------------------------------------------------------------------------
     (Title of Class)                         (No. of Shares Outstanding
                                                  as of 11/5/01)


<PAGE>



                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

         Consolidated Statements of Income (unaudited) Nine months ended
         September 30, 2001 and September 30, 2000
         and three months ended September 30, 2001 and September 30, 2000....2

         Consolidated Statements of Cash Flows (unaudited)
         Nine months ended September 30, 2001 and September 30, 2000.........3

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

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation..................................7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.........13

PART II. OTHER INFORMATION

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





<PAGE>


                                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                                   (unaudited)
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------
                                                                                 September 30,     December 31,
                                                                                ----------------------------------
                  (dollars in thousands)                                             2001              2000
                  ------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
Assets            Cash and due from banks                                            $  458,454      $  443,918
                  Federal funds sold                                                    195,600          52,000
                                                                                ----------------  --------------
                       Cash and cash equivalents                                        654,054         495,918
                  Loans held for sale                                                    37,446          41,791
                  Trading securities                                                    184,985         109,306
                  Securities available for sale                                       3,372,318       2,021,326
                  Securities held to maturity                                         1,229,294       1,513,456
                       (market value 09/01-$1,249,073; 12/00-$1,503,202)
                  Loans                                                               4,322,326       3,687,260
                       Less allowance for loan losses                                    61,386          48,680
                                                                                ----------------  --------------
                                                                                      4,260,940       3,638,580
                  Bank premises and equipment, net                                      311,425         276,097
                  Other assets                                                          337,470         200,042
                                                                                ----------------  --------------
                                                                                    $10,387,932      $8,296,516
                                                                                ================  ==============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                          $3,275,292      $2,628,358
                           Noninterest-bearing                                        2,197,555       1,789,371
                       Savings                                                        1,759,711       1,436,800
                       Time                                                           2,179,657       1,533,065
                                                                                ----------------  --------------
                           Total deposits                                             9,412,215       7,387,594

                  Other borrowed money                                                   84,673         283,714
                  Other liabilities                                                     173,861          52,484
                  Trust Capital Securities - Commerce Capital Trust I                    57,500          57,500
                  Long-term debt                                                         23,000          23,000
                                                                                ----------------  --------------
                                                                                      9,751,249       7,804,292

Stockholders'     Common stock, 32,675,538 shares
Equity                 issued (31,761,453 shares in 2000)                                51,056          49,627
                  Capital in excess of par or stated value                              461,114         422,375
                  Retained earnings                                                      75,437          27,083
                  Accumulated other comprehensive income                                 50,698         (5,239)
                                                                                ----------------  --------------
                                                                                        638,305         493,846

                  Less treasury stock, at cost                                            1,622           1,622
                                                                                ----------------  --------------
                           Total stockholders' equity                                   636,683         492,224
                                                                                ----------------  --------------
                                                                                    $10,387,932      $8,296,516
                                                                                ================  ==============
See accompanying notes.
</TABLE>

                                                        1
<PAGE>


<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF INCOME
                                                       (unaudited)
              ---------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended             Nine Months Ended
                                                                    September 30,                 September 30,
                                                             ----------------------------------------------------------
              (dollars in thousands,
               except per share amounts)                            2001           2000           2001           2000
              ---------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>            <C>            <C>
Interest      Interest and fees on loans                         $ 83,679       $ 76,601       $245,034       $210,080
Income        Interest on investments                              67,037         52,871        193,130        152,925
              Other interest                                        2,265          1,713          5,005          3,689
                                                             -------------   ------------   ------------   ------------
                       Total interest income                      152,981        131,185        443,169        366,694
                                                             -------------   ------------   ------------   ------------

Interest      Interest on deposits:
Expense            Demand                                          16,371         19,641         50,353         51,937
                   Savings                                          8,465         10,652         25,705         26,346
                   Time                                            23,469         20,614         75,814         52,148
                                                             -------------   ------------   ------------   ------------
                       Total interest on deposits                  48,305         50,907        151,872        130,431
              Interest on other borrowed money                        737          3,115          3,219         14,323
              Interest on long-term debt                            1,226          1,599          4,222          4,755
                                                             -------------   ------------   ------------   ------------
                       Total interest expense                      50,268         55,621        159,313        149,509
                                                             -------------   ------------   ------------   ------------

              Net interest income                                 102,713         75,564        283,856        217,185
              Provision for loan losses                             6,335          3,668         18,926         10,803
                                                             -------------   ------------   ------------   ------------
              Net interest income after provision for
                   loan losses                                     96,378         71,896        264,930        206,382

Noninterest   Deposit charges and service fees                     22,121         14,758         59,126         40,295
Income        Other operating income                               29,653         22,930         83,157         67,838
              Net investment securities gains                                                       980            820
                                                             -------------   ------------   ------------   ------------
                       Total noninterest income                    51,774         37,688        143,263        108,953
                                                             -------------   ------------   ------------   ------------

Noninterest   Salaries                                             42,199         30,685        114,973         89,038
Expense       Benefits                                              9,956          6,131         26,683         18,734
              Occupancy                                             9,639          7,651         27,566         22,335
              Furniture and equipment                              12,657          9,943         36,504         29,411
              Office                                                6,726          6,204         19,381         17,758
              Audit and regulatory fees and assessments             1,011            947          2,976          2,317
              Marketing                                             6,443          3,147         12,918          8,109
              Other real estate (net)                                 450            104          1,250            858
              Other                                                20,512         13,689         55,636         39,345
                                                             -------------   ------------   ------------   ------------
                       Total noninterest expenses                 109,593         78,501        297,887        227,905
                                                             -------------   ------------   ------------   ------------

              Income before income taxes                           38,559         31,083        110,306         87,430
              Provision for federal and state income taxes         12,278         10,092         35,514         28,767
                                                             -------------   ------------   ------------   ------------
              Net income                                         $ 26,281       $ 20,991       $ 74,792       $ 58,663
                                                             =============   ============   ============   ============


              Net income per common and common
                  equivalent share:
                       Basic                                     $   0.81       $   0.68       $   2.32       $   1.91
                                                             -------------   ------------   ------------   ------------
                       Diluted                                   $   0.77       $   0.64       $   2.21       $   1.84
                                                             -------------   ------------   ------------   ------------
              Average common and common equivalent
                  shares outstanding:
                       Basic                                       32,479         31,109         32,206         30,676
                                                             -------------   ------------   ------------   ------------
                       Diluted                                     34,253         32,752         33,878         31,965
                                                             -------------   ------------   ------------   ------------
              Cash dividends declared, common stock              $   0.28     $   0.25         $   0.83       $   0.74
                                                             =============   ============   ============   ============
See accompanying notes.

</TABLE>

                                                           2
<PAGE>


<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)
                  ------------------------------------------------------------------------------------------------------
                                                                                                Nine Months Ended
                                                                                                    September 30,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2001               2000
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>
Operating         Net income                                                             $  74,792          $  58,663
Activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                            18,926             10,803
                       Provision for depreciation, amortization and accretion               31,542             23,645
                       Gains on sales of securities available for sale                        (980)              (820)
                       Proceeds from sales of mortgages held for sale                      488,079              6,241
                       Originations of mortgages held for sale                            (483,734)              (537)
                       Net loan chargeoffs                                                  (6,220)            (1,828)
                       Net increase in trading securities                                  (75,679)           (66,058)
                       Increase in other assets                                           (168,367)           (21,364)
                       Increase in other liabilities                                       121,377             43,564
                  ------------------------------------------------------------------------------------------------------
                             Net cash (used in) provided by operating activities              (264)            52,309

Investing         Proceeds from the sales of securities available for sale                 374,528            167,134
activities        Proceeds from the maturity of securities available for sale              580,919            226,414
                  Proceeds from the maturity of securities held to maturity                267,249            132,086
                  Purchase of securities available for sale                             (2,155,383)          (577,900)
                  Purchase of securities held to maturity                                  (48,068)          (110,698)
                  Net increase in loans                                                   (643,787)          (810,224)
                  Proceeds from sales of loans                                               8,721              9,019
                  Purchases of premises and equipment                                      (65,089)           (74,386)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                      (1,680,910)        (1,038,555)

Financing         Net increase in demand and savings deposits                            1,378,029          1,039,528
activities        Net increase in time deposits                                            646,592            447,582
                  Net decrease in other borrowed money                                    (199,041)          (469,525)
                  Dividends paid                                                           (26,431)           (22,071)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                            40,502             40,715
                  Other                                                                       (343)            (5,514)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                   1,839,310          1,030,715

                  Increase in cash and cash equivalents                                    158,136             44,469
                  Cash and cash equivalents at beginning of year                           495,918            322,924
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                             $ 654,054          $ 367,393
                  ======================================================================================================

                  Supplemental disclosures of cash flow information:
                     Cash paid during the period for:
                       Interest                                                           $158,898           $146,517
                       Income taxes                                                         34,353             27,681

                  Other noncash activities:
                     Securitization of loans                                                                 $106,481


See accompanying notes.

</TABLE>

                                                           3
<PAGE>


                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

A.   Consolidated Financial Statements

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

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

The consolidated  financial statements include the accounts of Commerce Bancorp,
Inc. and all of its subsidiaries,  including  Commerce Bank, N.A. (Commerce NJ),
Commerce   Bank/Pennsylvania,   N.A.,   Commerce   Bank/Shore,   N.A.,  Commerce
Bank/North, Commerce Bank/Delaware,  N.A., Commerce National Insurance Services,
Inc.  (Commerce  National  Insurance),  Commerce  Capital  Trust I, and Commerce
Capital Markets, Inc. (CCMI). All material  intercompany  transactions have been
eliminated. Effective April 1, 2001, Commerce Bank/Central, N.A. was merged into
Commerce NJ.

B.   Commitments

In the normal course of business,  there are various outstanding  commitments to
extend credit, such as letters of credit and unadvanced loan commitments,  which
are  not  reflected  in  the  accompanying  consolidated  financial  statements.
Management  does  not  anticipate  any  material  losses  as a  result  of these
transactions.

C.   Comprehensive Income

Total  comprehensive  income,  which for the  Company  included  net  income and
unrealized  gains and losses on the  Company's  available  for sale  securities,
amounted to $73.3 million and $39.0 million,  respectively, for the three months
ended  September 30, 2001 and 2000. For the nine months ended September 30, 2001
and 2000,  total  comprehensive  income was $130.7  million  and $71.3  million,
respectively.

                                       4
<PAGE>


                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

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

Selected segment information is as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                 September 30, 2001                       September 30, 2000
                                      -----------------------------------------------------------------------------------
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>           <C>           <C>          <C>
Net interest income                   $   103,136   $      (423) $   102,713   $    75,738   $      (174) $    75,564
Provision for loan losses                   6,335             -        6,335         3,668             -        3,668
                                      -----------------------------------------------------------------------------------

Net interest income after provision        96,801          (423)      96,378        72,070          (174)      71,896
Noninterest income                         33,278        18,496       51,774        22,529        15,159       37,688
Noninterest expense                        93,896        15,697      109,593        65,800        12,701       78,501
                                      -----------------------------------------------------------------------------------
Income before income taxes                 36,183         2,376       38,559        28,799         2,284       31,083
Income tax expense                         11,711           567       12,278         9,466           626       10,092
                                      -----------------------------------------------------------------------------------
Net income                            $    24,472   $     1,809  $    26,281   $    19,333   $     1,658  $    20,991
                                      ===================================================================================

Average assets (in millions)          $ 8,773,668   $ 1,014,304  $ 9,787,972   $ 6,820,784   $   761,746  $ 7,582,530
                                      ===================================================================================

-------------------------------------------------------------------------------------------------------------------------
                                                  Nine Months Ended                        Nine Months Ended
                                                 September 30, 2001                       September 30, 2000
                                      -----------------------------------------------------------------------------------
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
Net interest income                    $  284,528   $      (672) $   283,856   $   219,253   $    (2,068) $   217,185
Provision for loan losses                  18,926             -       18,926        10,803             -       10,803
                                      -----------------------------------------------------------------------------------

Net interest income after provision       265,602          (672)     264,930       208,450        (2,068)     206,382
Noninterest income                         89,557        53,706      143,263        63,777        45,176      108,953
Noninterest expense                       253,297        44,590      297,887       188,770        39,135      227,905
                                      -----------------------------------------------------------------------------------
Income before income taxes                101,862         8,444      110,306        83,457         3,973       87,430
Income tax expense                         33,276         2,238       35,514        27,495         1,272       28,767
                                      -----------------------------------------------------------------------------------
Net income                            $    68,586   $     6,206  $    74,792   $    55,962   $     2,701  $    58,663
                                      ===================================================================================

Average assets (in millions)          $ 8,142,990   $   959,589  $ 9,102,579   $ 6,448,989   $   699,681  $ 7,148,670
                                      ===================================================================================
</TABLE>

E.   Recent Accounting Statements

In June 1998,  the FASB issued  Statement  No. 133  "Accounting  for  Derivative
Instruments and Hedging  Activities"  (FAS 133). FAS 133 requires the Company to
recognize all derivatives on the balance sheet at fair value.  Derivatives  that
are not hedges must be adjusted to fair value through income.  If the derivative
is a hedge,  depending on the nature of the hedge,  changes in the fair value of
the  derivative  will  either be offset  against the change in fair value of the
hedged asset or liability through earnings or recognized in other  comprehensive
income until the hedged item is recognized in earnings.  The ineffective portion
of a  derivative's  change  in fair  value  will be  immediately  recognized  in
earnings.  The Company  adopted FAS 133 on January 1, 2001. Due to the Company's
minimal  use of  derivatives,  adoption  did not have a  material  effect on the
results of operations or the financial position of the Company. Future


                                       5
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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

In June 2001, the FASB issued Statements No. 141 "Business Combinations" and No.
142 "Goodwill and Other Intangible Assets," effective for fiscal years beginning
after December 15, 2001.  Under the new rules,  goodwill and  intangible  assets
deemed to have indefinite  lives will no longer be amortized but will be subject
to annual  impairment tests in accordance with the Statements.  Other intangible
assets will continue to be amortized  over their useful lives.  The Company will
apply  the  new  rules  beginning  in the  first  quarter  of  2002.  Due to the
immaterial  amount of goodwill and intangible  assets  recorded on the Company's
balance  sheet,  adoption of the  Statements  is not expected to have a material
impact on the results of operations or the financial position of the Company.

F.   Trust Capital Securities

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

G.   Earnings Per Share

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

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Nine Months Ended
                                                            September 30                       September 30
                                                   -------------------------------------------------------------------
                                                       2001              2000             2001              2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>              <C>               <C>
Basic:
Net income applicable to common stock                    $26,281           $20,991          $74,792           $58,663
                                                   ==============    ==============   ==============    ==============

Average common shares outstanding                         32,479            31,109           32,206            30,676
                                                   ==============    ==============   ==============    ==============

Net income per common share - basic                        $0.81             $0.68            $2.32             $1.91
                                                   ==============    ==============   ==============    ==============

Diluted:
Net income applicable to common stock
on a diluted basis                                       $26,281           $20,991          $74,792           $58,663
                                                   ==============    ==============   ==============    ==============


Average common shares outstanding                         32,479            31,109           32,206            30,676
Additional shares considered in diluted
Computation assuming:
Exercise of stock options                                  1,774             1,643            1,672             1,289
                                                   --------------    --------------   --------------    --------------
Average common shares outstanding
On a diluted basis                                        34,253            32,752           33,878            31,965
                                                   ==============    ==============   ==============    ==============

Net income per common share - diluted                      $0.77             $0.64            $2.21             $1.84
                                                   ==============    ==============   ==============    ==============
</TABLE>


                                       6
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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

Capital Resources

At September 30, 2001,  stockholders'  equity totaled $636.7 million or 6.13% of
total  assets,  compared to $492.2  million or 5.93% of total assets at December
31, 2000.

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

<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>        <C>             <C>        <C>             <C>
September 30, 2001
Company
     Risk based capital ratios:
       Tier 1                             $640,068       10.37%     $246,880        4.00%      $370,319        6.00%
       Total capital                       706,054       11.44       493,759        8.00        617,199       10.00
     Leverage ratio                        640,068        6.56       390,325        4.00        487,906        5.00

Commerce NJ Risk based capital ratios:
       Tier 1                             $360,781        9.52%     $151,642        4.00%      $227,463        6.00%
       Total capital                       402,049       10.61       303,284        8.00        379,105       10.00
     Leverage ratio                        360,781        6.31       228,676        4.00        285,846        5.00

September 30, 2000
Company
     Risk based capital ratios:
       Tier 1                             $521,871       10.88%     $191,813        4.00%      $287,719        6.00%
       Total capital                       578,428       12.06       383,625        8.00        479,531       10.00
     Leverage ratio                        521,871        6.85       304,648        4.00        380,810        5.00

Commerce NJ Risk based capital ratios:
       Tier 1                             $259,538        9.26%     $112,055        4.00%      $168,083        6.00%
       Total capital                       287,271       10.25       224,110        8.00        280,138       10.00
     Leverage ratio                        259,538        6.15       168,758        4.00        210,947        5.00
</TABLE>


At September 30, 2001, the Company's consolidated capital levels and each of the
Company's  bank   subsidiaries   met  the  regulatory   definition  of  a  "well
capitalized" financial institution, i.e., a leverage capital ratio exceeding 5%,
a Tier 1 risk-based  capital ratio exceeding 6%, and a total risk-based  capital
ratio  exceeding  10%.  Management  believes that as of September 30, 2001,  the
Company and its  subsidiaries  meet all capital  adequacy  requirements to which
they are subject.

Deposits

Total deposits at September 30, 2001 were $9.41 billion, up $2.3 billion, or 33%
over total  deposits of $7.10  billion at September  30, 2000,  and up by $ 2.02
billion,  or 27% from year-end 2000. Deposit growth during the first nine months
of 2001  included core deposit  growth in all  categories as well as growth from
the public sector. The Company  experienced  "same-store core deposit growth" of
21% at September 30, 2001 as compared to deposits a year ago for those  branches
open for more than two years.

                                       7
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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  Asset/Liability Committee (ALCO) is
responsible for  establishing  policies to limit exposure to interest rate risk,
and to ensure  procedures  are  established  to  monitor  compliance  with these
policies. The guidelines established by ALCO are reviewed by the Company's Board
of Directors.

Management considers the simulation of net interest income in different interest
rate environments to be the best indicator of the Company's  interest rate risk.
Income  simulation  analysis  captures not only the  potential of all assets and
liabilities to mature or reprice, but also the probability that they will do so.
Income  simulation also attends to the relative  interest rate  sensitivities of
these  items,  and  projects  their  behavior  over an extended  period of time.
Finally,  income simulation permits management to assess the probable effects on
the balance  sheet not only of changes in interest  rates,  but also of proposed
strategies for responding to them.

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting net income over the next 24 months in a flat rate scenario versus net
income in alternative  interest rate scenarios.  Management  continually reviews
and  refines  its  interest  rate risk  management  process in  response  to the
changing   economic   climate.   Currently,   the  Company's  model  projects  a
proportionate  200 basis point change during the next year, with rates remaining
constant in the second year.  The  Company's  ALCO policy has  established  that
interest income  sensitivity will be considered  acceptable if net income in the
above  interest  rate  scenario  is  within  15% of net  income in the flat rate
scenario  in the first  year and  within  30% over the two year time  frame.  At
September 30, 2001, the Company's  income  simulation model indicates net income
would  increase by 1.99% and  decrease by 4.28% in the first year and over a two
year time  frame,  respectively,  if rates  decreased  as  described  above,  as
compared to an increase of 7.61% and 4.80%, respectively, at September 30, 2000.
At September  30, 2001,  the model  projects  that net income would  decrease by
4.59% and 2.27% in the first year and over a two year time frame,  respectively,
if rates  increased as described  above,  as compared to a decrease of 7.52% and
5.31%, respectively,  at September 30, 2000. All of these net income projections
are within an  acceptable  level of  interest  rate risk  pursuant to the policy
established by ALCO.

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

Management  also  monitors  interest  rate risk by  utilizing a market  value of
equity model. The model assesses the impact of a change in interest rates on the
market value of all the  Company's  assets and  liabilities,  as well as any off
balance  sheet items.  The model  calculates  the market value of the  Company's
assets and liabilities in excess of book value in the current rate scenario, and
then  compares the excess of market value over book value given an immediate 200
basis point change in rates.  The Company's ALCO policy indicates that the level
of interest  rate risk is  unacceptable  if the immediate 200 basis point change
would  result in the loss of 60% or more of the excess of market value over book
value in the current rate  scenario.  At September 30, 2001, the market value of
equity model indicates an acceptable level of interest rate risk.

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

Short-Term Borrowings

Short-term borrowings,  or other borrowed money, consist primarily of securities
sold under agreements to repurchase and overnight lines of credit,  and are used
to meet short term  funding  needs.  During the first nine  months of 2001,  the
Company reduced its short-term borrowings, primarily through increased deposits.
At September 30, 2001, short-term


                                       8
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


borrowings  aggregated  $84.7  million  and had an  average  rate of  2.83%,  as
compared to $283.7 million at an average rate of 6.70% at December 31, 2000.

Interest Earning Assets

For the nine month period ended  September  30, 2001,  interest  earning  assets
increased  $1.91 billion from $7.43 billion to $9.34 billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans

During the first nine months of 2001,  net loans  increased  $622.4 million from
$3.64 billion to $4.26 billion.  At September 30, 2001, loans represented 45% of
total  deposits  and 41% of total  assets.  All  segments of the loan  portfolio
experienced growth in the first nine months of 2001,  including loans secured by
commercial real estate properties, commercial loans, and consumer loans.

Investments

In total, for the first nine months of 2001,  securities increased $1.15 billion
from $3.64 billion to $4.79 billion.  The available for sale portfolio increased
$1.35  billion to $3.37  billion at  September  30,  2001 from $2.02  billion at
December 31,  2000,  and the  securities  held to maturity  portfolio  decreased
$284.2  million to $1.23  billion at  September  30, 2001 from $1.51  billion at
year-end 2000. The portfolio of trading securities  increased $75.7 million from
year-end  2000 to $185.0  million at September  30, 2001. At September 30, 2001,
the average life of the investment  portfolio was  approximately  5.7 years, and
the  duration  was  approximately  4.2  years.  At  September  30,  2001,  total
securities represented 46% of total assets.

Net Income

Net income for the third quarter of 2001 was $26.3 million,  an increase of $5.3
million or 25% over the $21.0  million  recorded for the third  quarter of 2000.
Net income for the first nine months of 2001 was $74.8  million,  an increase of
$16.1 million or 27% over the $58.7  million  recorded for the first nine months
of 2000. On a per share basis,  diluted net income for the third quarter of 2001
and the first nine months of 2001 were $0.77 and $2.21 per common share compared
to $0.64 and $1.84 per common share for the respective 2000 periods.

Return on average  assets (ROA) and return on average equity (ROE) for the third
quarter  of 2001 were  1.07% and  17.46%,  respectively,  compared  to 1.11% and
20.02%,  respectively,  for the same 2000 period. ROA and ROE for the first nine
months of 2001 were 1.10% and 17.82%, respectively, compared to 1.09% and 20.38%
a year ago.

Net Interest Income

Net interest  income  totaled  $102.7  million for the third quarter of 2001, an
increase  of $27.1  million  or 36% from $75.6  million in the third  quarter of
2000.  Net  interest  income for the first nine  months of 2001  totaled  $283.9
million,  up $66.7  million  or 31% from the  first  nine  months  of 2000.  The
improvement in net interest  income for both periods was due primarily to volume
increases in the loan and investment portfolios.

Noninterest Income

Noninterest  income  totaled  $51.8  million for the third  quarter of 2001,  an
increase  of $14.1  million  or 37% from $37.7  million in the third  quarter of
2000.  The increase was due primarily to increased  deposit  charges and service
fees,  which rose $7.4 million over the third  quarter of 2000  primarily due to
higher transaction  volumes. In addition,  other operating income increased $6.7
million over the prior year,  including  increased revenues of $1.9 million from
CCMI, the Company's municipal public finance  subsidiary,  increased revenues of
$1.7 million from Commerce National Insurance, the Company's insurance brokerage
subsidiary, and increased bank card-related revenues of $1.5 million.

For the first nine months of 2001, noninterest income totaled $143.3 million, an
increase of $34.3 million or 31% from $109.0 million in the first nine months of
2000.  Deposit  charges and service fees rose $18.8  million over the prior year

                                       9
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

primarily due to higher transaction  volumes.  Other operating income rose $15.3
million over the first nine months of 2000, including increased revenues of $5.2
million from CCMI,  $3.0  million from  Commerce  National  Insurance,  and $3.7
million from bank card-related  income.  In addition,  the Company recorded $980
thousand  in net  investment  securities  gains in the first nine months of 2001
versus $820 thousand a year ago.

Noninterest Expense

For the third quarter of 2001,  noninterest  expense totaled $109.6 million,  an
increase of $31.1 million or 40% over the same period in 2000.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of branches increasing from 140 at September 30, 2000 to 167 at September
30, 2001. With the addition of these new offices, staff, facilities, and related
expenses rose accordingly. Other noninterest expenses rose $6.8 million over the
third  quarter of 2000.  This  increase  resulted  primarily  from  higher  bank
card-related  service charges,  increased  business  development  expenses,  and
increased provisions for non-credit-related losses.

For the first nine months of 2001,  noninterest  expense totaled $297.9 million,
an increase of $70.0 million or 31% over $227.9 million in the first nine months
of 2000. Contributing to this increase was new branch activity and the growth of
CCMI and Commerce National Insurance as noted above. Other noninterest  expenses
rose $16.3  million over the first nine months of 2000.  The  increase  resulted
primarily from higher bank  card-related  service  charges,  increased  business
development expenses, and increased provisions for non-credit-related losses.

The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring gains) was 69.61% for the first nine months of 2001 as compared to
69.79% for the same 2000 period.  The Company's  efficiency  ratio remains above
its peer group primarily due to its aggressive growth expansion activities.

Loan and Asset Quality

Total  non-performing  assets  (non-performing  loans  and  other  real  estate,
excluding  loans  past  due 90 days or more  and  still  accruing  interest)  at
September  30, 2001 were $20.8  million,  or 0.20% of total  assets  compared to
$16.6 million or 0.20% of total assets at December 31, 2000 and $16.1 million or
0.21% of total assets at September 30, 2000.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest) at  September  30,
2001 were $19.1  million or 0.44% of total loans  compared  to $13.6  million or
0.37% of total  loans at December  31, 2000 and $13.2  million or 0.36% of total
loans at September 30, 2000.  At September  30, 2001,  loans past due 90 days or
more and still  accruing  interest  amounted to $964  thousand  compared to $489
thousand  at  December  31,  2000 and  $561  thousand  at  September  30,  2000.
Additional loans considered as potential problem loans by the Company's internal
loan review department ($41.3 million at September 30, 2001) have been evaluated
as to risk  exposure  in  determining  the  adequacy of the  allowance  for loan
losses.

Other real estate (ORE) at September  30, 2001 totaled $1.7 million  compared to
$3.0 million at December 31, 2000 and $2.9 million at September 30, 2000.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.

On pages 12 and 13 are tabular  presentation  showing detailed information about
the Company's  non-performing  loans and assets and an analysis of the Company's
allowance  for loan  losses  and other  related  data for  September  30,  2001,
December 31, 2000, and September 30, 2000.


                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES



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.

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.

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

<TABLE>
<CAPTION>
                                            September 30,    June 30,     March 31,   December 31,   September 30,
                                                 2001          2001         2001          2000           2000
                                           -------------------------------------------------------------------------
Non-accrual loans:
<S>                                              <C>             <C>          <C>          <C>            <C>
   Commercial                                    $09,196         $10,608      $10,681      $04,955        $05,771
   Consumer                                        1,382           1,338        1,378        1,295          1,296
   Real estate:
     Construction                                  1,590           1,590        1,590        1,459             50
     Mortgage                                      6,944           5,598        5,756        5,840          5,979
                                           -------------------------------------------------------------------------
         Total non-accrual loans                  19,112          19,134       19,405       13,549         13,096
                                           -------------------------------------------------------------------------

Restructured loans:
   Commercial                                          9              10           11           11             12
   Consumer
   Real estate:
     Construction
     Mortgage                                                                                   82             85
                                           -------------------------------------------------------------------------
         Total restructured loans                      9              10           11           93             97
                                           -------------------------------------------------------------------------

Total non-performing loans                        19,121          19,144       19,416       13,642         13,193
                                           -------------------------------------------------------------------------

Other real estate                                  1,671           1,552        1,452        2,959          2,941
                                           -------------------------------------------------------------------------

Total non-performing assets                       20,792          20,696       20,868       16,601         16,134
                                           -------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                964           1,416          537          489            561
                                           -------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                $21,756         $22,112      $21,405      $17,090        $16,695
                                           =========================================================================

Total non-performing loans as a
   percentage of total period-end loans            0.44%           0.47%        0.50%        0.37%          0.36%

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

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

Allowance for loan losses as a percentage
   of total non-performing loans                    321%            301%         269%         357%           359%

Allowance for loan losses as a percentage
   of total period-end loans                       1.42%           1.40%        1.36%        1.32%          1.30%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of stockholders' equity and
   allowance for loan losses                          3%              4%           4%           3%             3%

</TABLE>


                                       12
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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

<TABLE>
<CAPTION>
                                                                                                           Year
                                              Three Months Ended             Nine Months Ended             Ended
                                           09/30/01        09/30/00       09/30/01       09/30/00        12/31/00
                                          ------------    -----------    ------------   ------------    ------------
<S>                                           <C>            <C>             <C>            <C>             <C>
Balance at beginning of period                $57,548        $44,004         $48,680        $38,382         $38,382
Provisions charged to operating expenses        6,335          3,668          18,926         10,803          13,931
                                          ------------    -----------    ------------   ------------    ------------
                                               63,883         47,672          67,606         49,185          52,313

Recoveries on loans charged-off:
Commercial                                         20             85             179            251             313
Consumer                                           85             53             221            206             249
Real estate                                       102              9             116             12              14
                                          ------------    -----------    ------------   ------------    ------------
Total recoveries                                  207            147             516            469             576

Loans charged-off:
Commercial                                    (2,016)           (73)         (4,350)        (1,398)          (2,936)
Consumer                                        (680)          (336)         (1,975)          (846)          (1,220)
Real estate                                       (8)           (53)           (411)           (53)             (53)
                                          ------------    -----------    ------------   ------------    ------------
Total charge-offs                             (2,704)          (462)         (6,736)        (2,297)          (4,209)
                                          ------------    -----------    ------------   ------------    ------------
Net charge-offs                               (2,497)          (315)         (6,220)        (1,828)          (3,633)
                                          ------------    -----------    ------------   ------------    ------------

Balance at end of period                      $61,386        $47,357         $61,386        $47,357         $48,680
                                          ============    ===========    ============   ============    ============

Net charge-offs as a percentage of
average loans outstanding                       0.23%          0.04%           0.21%          0.07%            0.11%
</TABLE>


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

See Item 2 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation, Interest Rate Sensitivity and Liquidity.





                                       13
<PAGE>


PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

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





















                                       14
<PAGE>


                                   SIGNATURES

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



                                            COMMERCE BANCORP, INC.
                                                 (Registrant)










   November 13, 2001                         /s/ DOUGLAS J. PAULS
        (Date)                                 DOUGLAS J. PAULS
                                             SENIOR VICE PRESIDENT
                                 (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

























                                       15