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, 2002
                           --------------

                                       OR

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

                            Commission File #0-12874
                                             -------


                                COMMERCE BANCORP
             (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                                           66,503,433
--------------------------------------------------------------------------------
  (Title of Class)                                  (No. of Shares Outstanding
                                                          as of 5/8/02)

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets (unaudited)
         March 31, 2002 and December 31, 2001..................................1

         Consolidated Statements of Income (unaudited)
         Three months ended March 31, 2002 and
         March 31, 2001........................................................2

         Consolidated Statements of Cash Flows (unaudited)
         Three months ended March 31, 2002 and
         March 31, 2001........................................................3

         Consolidated Statement of Changes in Stockholders' Equity
         (unaudited) Three months ended March 31, 2002.........................4

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

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation....................................8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........16

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.....................................17

<PAGE>

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

                  ------------------------------------------------------------------------------------------------
                                                                                  March 31,        December 31,
                                                                                 ---------------------------------
                  (dollars in thousands)                                             2002              2001
                  ------------------------------------------------------------------------------------------------
<S>                                                                               <C>               <C>
Assets            Cash and due from banks                                         $   495,519       $   557,738
                  Loans held for sale                                                  39,616            73,261
                  Trading securities                                                  243,186           282,811
                  Securities available for sale                                     5,193,533         4,152,704
                  Securities held to maturity
                       (market value 03/02-$1,024,964; 12/01-$1,146,345)            1,013,692         1,132,172
                  Loans                                                             4,902,410         4,583,412
                       Less allowance for loan losses                                  72,253            66,981
                                                                                 -------------   ---------------
                                                                                    4,830,157         4,516,431
                  Bank premises and equipment, net                                    389,117           362,992
                  Other assets                                                        279,813           285,594
                                                                                 -------------   ---------------
                                                                                  $12,484,633       $11,363,703
                                                                                 =============   ===============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                       $ 3,879,973       $ 3,608,709
                           Noninterest-bearing                                      2,539,171         2,403,637
                       Savings                                                      2,201,908         1,925,919
                       Time                                                         2,699,811         2,247,329
                                                                                 -------------   ---------------
                           Total deposits                                          11,320,863        10,185,594

                  Other borrowed money                                                 81,567           264,554
                  Other liabilities                                                   151,453           196,485
                  Trust Capital Securities - Commerce Capital Trust I                  57,500            57,500
                  Convertible Trust Capital Securities - Commerce Capital
                       Trust II                                                       200,000                 0
                  Long-term debt                                                       23,000            23,000
                                                                                 -------------   ---------------
                                                                                   11,834,383        10,727,133

Stockholders'     Common stock, 66,490,526 shares
Equity                 issued (65,832,559 shares in 2001)                              66,491            65,833
                  Capital in excess of par or stated value                            478,188           461,897
                  Retained earnings                                                   116,601            94,698
                  Accumulated other comprehensive income                               (9,408)           15,764
                                                                                 -------------   ---------------
                                                                                      651,872           638,192

                  Less treasury stock, at cost, 200,118 shares                          1,622             1,622
                                                                                 -------------   ---------------
                           Total stockholders' equity                                 650,250           636,570
                                                                                 -------------   ---------------

                                                                                  $12,484,633       $11,363,703
                                                                                 =============   ===============
                                             See accompanying notes.

                                                        1
</TABLE>

<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)                  2002             2001
                  -----------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>
Interest          Interest and fees on loans                                         $ 81,823         $ 79,739
income            Interest on investments                                              86,217           61,450
                  Other interest                                                          164            1,890
                                                                                --------------   --------------
                           Total interest income                                      168,204          143,079
                                                                                --------------   --------------

Interest          Interest on deposits:
expense                Demand                                                          12,908           18,034
                       Savings                                                          7,078            8,895
                       Time                                                            21,281           27,242
                                                                                --------------   --------------
                           Total interest on deposits                                  41,267           54,171
                  Interest on other borrowed money                                        426            1,573
                  Interest on long-term debt                                            2,432            1,595
                                                                                --------------   --------------
                           Total interest expense                                      44,125           57,339
                                                                                --------------   --------------

                  Net interest income                                                 124,079           85,740
                  Provision for loan losses                                             6,900            4,609
                                                                                --------------   --------------
                  Net interest income after provision for loan losses                 117,179           81,131

Noninterest       Deposit charges and service fees                                     25,057           17,164
income            Other operating income                                               30,833           25,964
                  Net investment securities gains                                           0              980
                                                                                --------------   --------------
                           Total noninterest income                                    55,890           44,108
                                                                                --------------   --------------

Noninterest       Salaries and benefits                                                60,145           43,927
expense           Occupancy                                                            12,098            8,798
                  Furniture and equipment                                              15,105           11,606
                  Office                                                                6,916            6,066
                  Audit and regulatory fees and assessments                             1,205              960
                  Marketing                                                             4,861            2,264
                  Other                                                                25,591           16,733
                                                                                --------------   --------------
                           Total noninterest expenses                                 125,921           90,354
                                                                                --------------   --------------

                  Income before income taxes                                           47,148           34,885
                  Provision for federal and state income taxes                         15,398           11,484
                                                                                --------------   --------------
                  Net income                                                         $ 31,750         $ 23,401
                                                                                ==============   ==============

                  Net income per common and common equivalent share:
                       Basic                                                         $   0.48         $   0.37
                                                                                --------------   --------------
                       Diluted                                                       $   0.45         $   0.35
                                                                                --------------   --------------
                  Average common and common equivalent shares outstanding:
                       Basic                                                           65,995           63,814
                                                                                --------------   --------------
                       Diluted                                                         70,033           66,876
                                                                                --------------   --------------
                  Cash dividends, common stock                                       $   0.15         $   0.13
                                                                                ==============   ==============
                                             See accompanying notes.

                                                        2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)

                  ------------------------------------------------------------------------------------------------------
                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2002               2001
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>               <C>
Operating         Net income                                                                 $31,750           $ 23,401
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                               6,900              4,609
                       Provision for depreciation, amortization and accretion                 13,531              9,915
                       Gains on sales of securities available for sale                             0               (980)
                       Proceeds from sales of loans held for sale                            290,945            112,515
                       Originations of loans held for sale                                  (257,300)           (98,847)
                       Net loan chargeoffs                                                    (1,628)            (1,132)
                       Net decrease (increase) in trading securities                          39,625            (65,682)
                       Decrease (increase) in other assets                                    19,401            (27,927)
                       (Decrease) increase in other liabilities                              (45,032)            98,808
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by operating activities                        98,192             54,680

Investing         Proceeds from the sales of securities available for sale                   275,325            185,229
activities        Proceeds from the maturity of securities available for sale                396,716            158,954
                  Proceeds from the maturity of securities held to maturity                  135,619             82,281
                  Purchase of securities available for sale                               (1,752,379)          (687,657)
                  Purchase of securities held to maturity                                    (17,823)           (18,843)
                  Net increase in loans                                                     (325,675)          (162,873)
                  Proceeds from sales of loans                                                 6,677              3,093
                  Purchases of premises and equipment                                        (38,257)           (19,322)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                        (1,319,797)          (459,138)

Financing         Net increase in demand and savings deposits                                682,787            288,476
activities        Net increase in time deposits                                              452,482            434,381
                  Net decrease in other borrowed money                                      (182,987)          (217,304)
                  Issuance of Convertible Trust Capital Securities                           200,000                  0
                  Dividends paid                                                              (9,846)            (8,747)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                              16,950             14,069
                  Other                                                                            0               (343)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     1,159,386            510,532

                  (Decrease) increase in cash and cash equivalents                           (62,219)           106,074
                  Cash and cash equivalents at beginning of year                             557,738            495,918
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                                $495,519           $601,992
                  ======================================================================================================

                  Supplemental  disclosures of cash flow information:
                     Cash paid during the period for:
                       Interest                                                              $43,053           $ 52,597
                       Income taxes                                                                0                  0

                  ------------------------------------------------------------------------------------------------------
                                                 See accompanying notes.

                                                            3

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                               COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      Consolidated Statement of Changes in Stockholders' Equity

Three months ended March 31, 2002
(in thousands, except per share amounts)

-----------------------------------------------------------------------------------------------------------------------------------
                                                                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, 2001                          $65,833     $461,897    $ 94,698    $(1,622)       $ 15,764     $636,570
Net income                                                                       31,750                                  31,750
   Other Comprehensive Income, net of tax
     Unrealized loss on securities (pre-tax
($38,921))                                                                                                 (25,172)     (25,172)
     Reclassification adjustment (pre-tax $0)                                                                    0            0
                                                                                                                    ---------------
   Other comprehensive income                                                                                           (25,172)
Total comprehensive income                                                                                                6,578
Cash dividends paid                                                              (9,846)                                 (9,846)
Shares issued under dividend reinvestment
   and compensation and benefit plans (658 shares)         658       16,292                                              16,950
Other                                                                    (1)         (1)                                     (2)
-----------------------------------------------------------------------------------------------------------------------------------
Balances at March 31, 2002                             $66,491     $478,188    $116,601    $(1,622)       $ (9,408)    $650,250
-----------------------------------------------------------------------------------------------------------------------------------


                                                       See accompanying notes.

                                                                 4

</TABLE>

<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, 2001.
The  results  for the three  months  ended  March 31,  2002 are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2002.

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, 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 2002  presentation.  All common stock and per share
amounts have been adjusted to reflect the 2 for 1 stock split with a record date
of December 3, 2001.

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 $6.6 million and $42.9 million,  respectively,  for the three months
ended March 31, 2002 and 2001.

                                       5

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

Selected segment information is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                   March 31, 2002                           March 31, 2001
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>          <C>            <C>          <C>
Net interest income                   $   125,470   $   (1,391)  $ 124,079    $   85,880     $   (140)    $  85,740
Provision for loan losses                   6,900            -       6,900         4,609            -         4,609
                                      ---------------------------------------------------------------------------------
Net interest income after provision       118,570       (1,391)    117,179        81,271         (140)       81,131
Noninterest income                         36,048       19,842      55,890        26,378       17,730        44,108
Noninterest expense                       107,852       18,069     125,921        76,108       14,246        90,354
                                      ---------------------------------------------------------------------------------
Income before income taxes                 46,766          382      47,148        31,541        3,344        34,885
Income tax expense                         15,256          142      15,398        10,295        1,189        11,484
                                      ---------------------------------------------------------------------------------
Net income                            $    31,510   $      240   $  31,750       $21,246     $  2,155     $  23,401
                                      =================================================================================

Average assets (in millions)          $    10,495   $    1,196   $  11,691        $7,584     $    901     $   8,485
                                      =================================================================================
</TABLE>

E.   Recent Accounting Statement

In conjunction with the issuance of the new guidance for business  combinations,
the FASB issued Statement No. 142,  "Goodwill and Other Intangible  Assets" (FAS
142),  which  addresses the accounting  and reporting for acquired  goodwill and
other  intangible  assets and supersedes APB Opinion 17. Under the provisions of
FAS 142,  goodwill and certain  other  intangible  assets,  which do not possess
finite  useful  lives,  will no  longer be  amortized  into net  income  over an
estimated life but rather will be tested at least annually for impairment  based
on specific guidance provided in the new standard.  Intangible assets determined
to have finite lives will continue to be amortized over their  estimated  useful
lives and also continue to be subject to impairment  testing.  The provisions of
FAS 142,  which were  adopted by the  Company as required  effective  January 1,
2002,  did not have a  material  impact  on the  results  of  operations  of the
Company.  It  is  anticipated  there  will  not  be  any  material   categorical
reclassifications or adjustments to the useful lives of finite-lived  intangible
assets as a result of adopting the new guidance.

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 formed Delaware  business trust
subsidiary  of the  Company.  The net  proceeds  of the  offering  were used for
general corporate  purposes.  All $57.5 million of the Trust Capital  Securities
qualify as Tier 1 capital for regulatory  capital  purposes.  All of these Trust
Capital Securities have been called for mandatory  redemption on July 1, 2002 at
the stated liquidation amount ($25 per capital security) plus accrued and unpaid
distributions thereon to July 1, 2002.

On March 11, 2002 the Company  issued $200  million of 5.95%  convertible  trust
preferred  securities through Commerce Capital Trust II, a newly formed Delaware
business  trust  subsidiary  of the Company.  Holders of the  convertible  trust
preferred  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
preferred  securities  conversion  price  then in effect on the last day of such
calendar  quarter,  (2) the assigned credit rating by Moody's of the convertible
trust  preferred  securities  is at or  below  Bal,  (3) the  convertible  trust
preferred  securities  are called for  redemption,  or (4)  specified  corporate
transactions  have occurred.  The net proceeds of this offering will be used for
general  corporate  purposes,  including the  redemption of the Company's  $57.5
million of 8.75% Capital  Trust I securities  and the repayment of the Company's
$23.0 million of 8 3/8% subordinated notes.

                                       6

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

G.   Earnings Per Share

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

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                   March 31,
                                                    ----------------------------------
                                                          2002             2001
--------------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Basic:
Net income                                                  $31,750          $23,401
                                                    ==================================
Average common shares outstanding                            65,995           63,814
                                                    ==================================
Net income per share of common share                        $  0.48          $  0.37
                                                    ==================================

Diluted:
   Net income                                               $31,750          $23,401
                                                    ==================================

   Average common shares outstanding                         65,995           63,814
   Additional shares considered in diluted
   computation assuming:
     Exercise of stock options                                4,038            3,062
                                                    ----------------------------------
Average number of shares outstanding
   on a diluted basis                                        70,033           66,876
                                                    ==================================
Net income per common share - diluted                       $  0.45          $  0.35
                                                    ==================================
</TABLE>


                                       7

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

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

At March 31, 2002, stockholders' equity totaled $650.3 million or 5.21% of total
assets,  compared to $636.6  million or 5.60% of total  assets at  December  31,
2001.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at March 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>        <C>            <C>         <C>            <C>
March 31, 2002
Company
     Risk based capital ratios:
       Tier 1                             $883,431       12.94%     $273,067        4.00%      $409,601        6.00%
       Total capital                       990,846       14.51       546,135        8.00        682,668       10.00
     Leverage ratio                        883,431        7.57       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

March 31, 2001
Company
     Risk based capital ratios:
       Tier 1                             $579,674       10.80%     $214,618        4.00%      $321,927        6.00%
       Total capital                       641,031       11.95       429,236        8.00        536,545       10.00
     Leverage ratio                        579,674        6.84       339,013        4.00        423,766        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                             $302,796       10.00%     $121,071        4.00%      $181,607        6.00%
       Total capital                       333,115       11.01       242,143        8.00        302,678       10.00
     Leverage ratio                        302,796        6.62       182,973        4.00        228,716        5.00
</TABLE>


At March 31, 2002,  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, 2002, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits
--------

Total  deposits at March 31, 2002 were $11.3 billion,  up $3.21 billion,  or 40%
over total deposits of $8.11 billion at March 31, 2001, and up by $1.14 billion,
or 11% from year-end 2001.  Deposit growth during the first three months of 2002
included core deposit growth in all categories as well as growth from the public
sector. The Company experienced "same-store core deposit growth" of 28% at March
31, 2002 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>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

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

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting net income over the next 24 months in a flat rate scenario versus net
income in alternative  interest rate scenarios.  Management  continually reviews
and  refines  its  interest  rate risk  management  process in  response  to the
changing   economic   climate.   Currently,   the  Company's  model  projects  a
proportionate  200 basis point change during the next year, with rates remaining
constant in the second year.  The  Company's  ALCO policy has  established  that
interest income  sensitivity will be considered  acceptable if net income in the
above  interest  rate  scenario  is  within  15% of net  income in the flat rate
scenario in the first year and within 30% over the two year time frame. At March
31, 2002,  the  Company's  income  simulation  model  indicates net income would
decrease  by 2.64%  and by  10.97%  in the  first  year and over a two year time
frame,  respectively,  if rates decreased as described  above, as compared to an
increase of 3.60% and decrease of 0.27%,  respectively,  at March 31,  2001.  At
March 31, 2002,  the model  projects that net income would decrease by 0.88% and
increase  4.88% in the first year and over a two year time frame,  respectively,
if rates  increased as described  above,  as compared to a decrease by 5.77% and
4.79%, respectively,  at March 31, 2001. 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 50% or more of the excess of market value over book
value in the current  rate  scenario.  At March 31,  2002,  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, 2002 the Company had in
excess  of $4.7  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 2002, deposit growth and long-term  borrowings (Commerce Capital
Trust II) were used to fund growth in the loan portfolio and purchase additional
investment securities.

                                       9

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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 2002,  the
Company  significantly  reduced its  short-term  borrowings,  primarily  through
increased deposits.  At March 31, 2002,  short-term  borrowings aggregated $81.6
million and had an average  rate of 1.55%,  as compared to $264.6  million at an
average rate of 1.78% at December 31, 2001.

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

For the three  month  period  ended  March 31,  2002,  interest  earning  assets
increased  $1.17 billion from $10.2 billion to $11.4 billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans
-----

During the first three months of 2002,  loans increased $313.7 million from $4.5
billion to $4.8  billion.  At March 31,  2002,  loans  represented  43% of total
deposits and 39% of total assets. All segments of the loan portfolio experienced
growth in the first three months of 2002,  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,
                                                    ---------------------------------------
                                                              2002                2001
                                                    ---------------------------------------
(dollars in thousands)
<S>                                                       <C>                   <C>
Commercial real estate:
   Owner-occupied                                         $  833,121            $  750,562
   Investor developer                                        720,964               664,605
   Construction                                              477,089               460,957
                                                    ---------------------------------------
                                                           2,031,174             1,876,124
Commercial:
   Term                                                      635,939               600,374
   Line of credit                                            552,858               556,977
   Demand                                                        410                   440
                                                    ---------------------------------------
                                                           1,189,207             1,157,791
Consumer:
   Mortgages (1-4 family residential)                        539,360               471,680
   Installment                                               158,535               161,647
   Home equity                                               938,444               872,974
   Credit lines                                               45,690                43,196
                                                    ---------------------------------------
                                                           1,682,029             1,549,497
                                                    ---------------------------------------
     Total loans                                          $4,902,410            $4,583,412
                                                    =======================================
</TABLE>


                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

In  total,  for the first  three  months of 2002,  securities  increased  $882.7
million from $5.6 billion to $6.4  billion.  The  available  for sale  portfolio
increased  $1.04  billion to $5.2 billion at March 31, 2002 from $4.2 billion at
December 31,  2001,  and the  securities  held to maturity  portfolio  decreased
$118.5  million to $1.0  billion at March 31, 2002 from $1.1 billion at year-end
2001. The portfolio of trading securities  decreased $39.6 million from year-end
2001 to $243.2 million at March 31, 2002. At March 31, 2002, the average life of
the  investment  portfolio  was  approximately  5.8 years,  and the duration was
approximately 4.3 years. At March 31, 2002, total securities  represented 52% 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,
                                                           ---------------------------------
                                                                    2002             2001
                                                           ---------------------------------
                                                                   (dollars in thousands)
<S>                                                             <C>              <C>
U.S. Government agency and mortgage backed obligations          $5,055,481       $3,994,523
Obligations of state and political subdivisions                     93,210           82,922
Equity securities                                                   27,274           16,325
Other                                                               17,568           58,934
                                                           ---------------------------------
     Securities available for sale                              $5,193,533       $4,152,704
                                                           =================================

U.S. Government agency and mortgage backed obligations            $925,196       $1,044,266
Obligations of state and political subdivisions                     46,848           50,602
Other                                                               41,648           37,304
                                                           ---------------------------------
     Securities held to maturity                                $1,013,692       $1,132,172
                                                           =================================
</TABLE>

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

Net income for the first quarter of 2002 was $31.8 million,  an increase of $8.3
million or 36% over the $23.4 million recorded for the first quarter of 2001. On
a per share  basis,  diluted net income for the first  quarter of 2002 was $0.45
per common  share  compared to $0.35 per common  share for the first  quarter of
2001.

Return on average  assets (ROA) and return on average equity (ROE) for the first
quarter  of 2002 were  1.09% and  19.00%,  respectively,  compared  to 1.10% and
17.92%, respectively, for the same 2001 period.

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

Net interest  income  totaled  $124.1  million for the first quarter of 2002, an
increase  of $38.3  million  or 45% from $85.7  million in the first  quarter of
2001.  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, 2002,  December 31, 2001 and March 31, 2001 and
presents the daily average interest earned on assets and paid on liabilities for
such periods.

                                       11

<PAGE>

<TABLE>
<CAPTION>
                                               COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                              Average Balances and Net Interest Income

                                 --------------------------------------------------------------------------------------------------
                                             March 2002                       December 2001                    March 2001
                                 ----------------------------------- -------------------------------  -----------------------------
                                   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                        $ 5,511,447    $ 83,211      6.12%  $4,897,180  $ 75,980     6.16%  $3,545,486  $ 58,985    6.75%
   Tax-exempt                         110,293       1,665      6.12       85,937     1,287     5.94       73,331     1,271    7.03
   Trading                            189,651       2,960      6.33      212,892     2,708     5.05      173,457     2,522    5.90
                                 ------------  ----------  ---------  ----------  --------  --------  ----------  -------- --------
Total investment securities         5,811,391      87,836      6.13    5,196,009    79,975     6.11    3,792,274    62,777    6.71
Federal funds sold                     40,672         164      1.64      177,235       932     2.09      139,640     1,890    5.49
Loans
   Commercial mortgages             1,828,586      31,304      6.94    1,719,681    31,403     7.24    1,447,861    30,935    8.67
   Commercial                       1,087,048      16,338      6.10    1,024,931    17,047     6.60      859,824    19,277    9.09
   Consumer                         1,656,000      30,936      7.58    1,533,966    30,215     7.81    1,301,795    26,777    8.34
   Tax-exempt                         233,669       4,992      8.66      211,435     4,654     8.73      182,872     4,231    9.38
                                 ------------  ----------  ---------  ----------  --------  --------  ----------  -------- --------
Total loans                         4,805,303      83,570      7.05    4,490,013    83,319     7.36    3,792,352    81,220    8.69
                                 ------------  ----------  ---------  ----------  --------  --------  ----------  -------- --------
Total earning assets              $10,657,366    $171,570      6.53%  $9,863,257  $164,226     6.61%  $7,724,266  $145,887    7.66%
                                 ============                         ==========                      ==========
Sources of Funds
------------------------------
Interest-bearing liabilities
   Regular savings                $ 2,044,873    $  7,078      1.40%  $1,840,806  $  6,942     1.50%  $1,458,658  $  8,895    2.47%
   N.O.W. accounts                    300,742       1,053      1.42      284,453     1,071     1.49      234,575     1,821    3.15
   Money market plus                3,459,619      11,855      1.39    3,235,319    12,130     1.49    2,353,708    16,213    2.79
   Time deposits                    1,673,580      16,004      3.88    1,473,557    15,996     4.31    1,073,283    14,817    5.60
   Public funds                       874,379       5,277      2.45      801,453     6,274     3.11      833,738    12,425    6.04
                                 ------------  ----------  ---------  ----------  --------  --------  ----------  -------- --------
     Total deposits                 8,353,193      41,267      2.00    7,635,588    42,413     2.20    5,953,962    54,171    3.69

   Other borrowed money               102,611         426      1.68      120,910       289     0.95      102,372     1,573    6.23
   Long-term debt                     127,167       2,432      7.76       80,500     1,026     5.06       80,500     1,595    8.04
                                 ------------  ----------  ---------  ----------  --------  --------  ----------  -------- --------
Total deposits and
   interest-bearing
   liabilities                      8,582,971      44,125      2.08    7,836,998    43,728     2.21    6,136,834    57,339    3.79
Noninterest-bearing funds (net)     2,074,395                          2,026,259                       1,587,432
                                 ------------  ----------  ---------  ----------  --------  --------  ----------  -------- --------
Total sources to fund earning
   assets                         $10,657,366      44,125      1.68   $9,863,257    43,728     1.76   $7,724,266    57,339    3.01
                                 ============  ----------  ---------  ----------  --------  --------  ==========  -------- --------
Net interest income and
   margin tax-equivalent basis                   $127,445      4.85%              $120,498     4.85%              $ 88,548    4.65%
                                               ==========  =========              ========  =======               ======== =======
Other Balances
------------------------------
Cash and due from banks              $510,269                           $482,378                        $365,099
Other assets                          592,129                            583,257                         446,313
Total assets                       11,690,615                         10,864,953                       8,485,496
Total deposits                     10,684,272                          9,837,053                       7,682,834
Demand deposits
(noninterest-bearing)               2,331,079                          2,201,465                       1,728,872
Other liabilities                     108,125                            169,174                          97,506
Stockholders' equity                  668,440                            657,316                         522,285
Allowance for loan losses              69,149                             63,939                          50,182
<FN>


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.
</FN>

                                                                 12
</TABLE>

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

Noninterest  income  totaled  $55.9  million for the first  quarter of 2002,  an
increase  of $11.8  million  or 27% from $44.1  million in the first  quarter of
2001.  The increase was due primarily to increased  deposit  charges and service
fees,  which rose $7.9 million over the first  quarter of 2001  primarily due to
higher transaction  volumes. In addition,  other operating income increased $4.9
million over the prior year,  including increased revenues of $974 thousand from
CCMI, the Company's  municipal public finance  subsidiary and increased revenues
of $845 thousand from CNIS, the Company's insurance brokerage subsidiary.

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

For the first quarter of 2002,  noninterest  expense totaled $125.9 million,  an
increase of $35.6 million or 39% over the same period in 2001.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of  branches  increasing  from 152 at March 31,  2001 to 187 at March 31,
2002.  With the addition of these new offices,  staff,  facilities,  and related
expenses rose accordingly. Other noninterest expenses rose $8.9 million over the
first  quarter of 2001.  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 69.80% for the first three  months of 2002 as compared
to 69.84% for the same 2001 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, 2002 were $19.5 million,  or 0.16% of total assets compared to $18.4 million
or 0.16% of total  assets at  December  31,  2001 and $20.9  million or 0.23% of
total assets at March 31, 2001.

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, 2002
were $16.9 million or 0.34% of total loans compared to $16.8 million or 0.37% of
total  loans at December  31, 2001 and $19.4  million or 0.50% of total loans at
March 31,  2001.  At March 31,  2002,  loans  past due 90 days or more and still
accruing  interest  amounted  to $484  thousand  compared  to $519  thousand  at
December  31,  2001 and  $537  thousand  at March  31,  2001.  Additional  loans
considered  as potential  problem  loans by the  Company's  internal loan review
department  ($21.9  million at March 31,  2002) have been  evaluated  as to risk
exposure in determining the adequacy of the allowance for loan losses.

Other real estate (ORE) at March 31, 2002 totaled $2.6 million  compared to $1.5
million  at  December  31,  2001  and $1.5  million  at March  31,  2001.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.

Following  "Forward  Looking  Statements"  are  tabular   presentations  showing
detailed information about the Company's  non-performing loans and assets and an
analysis of the  Company's  allowance for loan losses and other related data for
March 31, 2002, December 31, 2001, and March 31, 2001.

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",

                                       13

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

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

                                       14

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following summary presents  information  regarding  non-performing loans and
assets as of March 31, 2002 and the preceding four quarters  (dollar  amounts in
thousands).

<TABLE>
<CAPTION>
                                               March 31,      December 31,   September 30,    June 30,       March 31,
                                                  2002            2001           2001           2001           2001
                                           ---------------------------------------------------------------------------
<S>                                              <C>             <C>           <C>            <C>            <C>
Non-accrual loans:
   Commercial                                    $ 9,473         $ 6,835       $ 9,196        $10,608        $10,681
   Consumer                                        1,537           1,484         1,382          1,338          1,378
   Real estate:
     Construction                                    181           1,590         1,590          1,590          1,590
     Mortgage                                      5,695           6,924         6,944          5,598          5,756
                                           ---------------------------------------------------------------------------
         Total non-accrual loans                  16,886          16,833        19,112         19,134         19,405
                                           ---------------------------------------------------------------------------

Restructured loans:
   Commercial                                          7               8             9             10             11
   Consumer
   Real estate:
     Construction
     Mortgage
                                           ---------------------------------------------------------------------------
         Total restructured loans                      7               8             9             10             11
                                           ---------------------------------------------------------------------------

Total non-performing loans                        16,893          16,841        19,121         19,144         19,416
                                           ---------------------------------------------------------------------------

Other real estate                                  2,602           1,549         1,671          1,552          1,452
                                           ---------------------------------------------------------------------------

Total non-performing assets                       19,495          18,390        20,792         20,696         20,868
                                           ---------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                484             519           964          1,416            537
                                           ---------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                $19,979         $18,909       $21,756        $22,112        $21,405
                                           ===========================================================================

Total non-performing loans as a
   percentage of total period-end loans            0.34%           0.37%         0.44%          0.47%          0.50%

Total non-performing assets as a
   percentage of total period-end assets           0.16%           0.16%         0.20%          0.22%          0.23%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets           0.16%           0.17%         0.21%          0.24%          0.24%

Allowance for loan losses as a percentage
   of total non-performing loans                    428%            398%          321%           301%           269%

Allowance for loan losses as a percentage
   of total period-end loans                       1.47%           1.46%         1.42%          1.40%          1.36%

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

                                       15

<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>
                                                         Three Months Ended                  Year
                                                    ------------------------------           Ended
                                                     03/31/02           03/31/01           12/31/01
                                                    -----------        -----------         ----------
<S>                                                    <C>                <C>                <C>
Balance at beginning of period                         $66,981            $48,680            $48,680
Provisions charged to operating expenses                 6,900              4,609             26,384
                                                    -----------        -----------         ----------
                                                        73,881             53,289             75,064

Recoveries on loans charged-off:
     Commercial                                            190                  9                552
     Consumer                                              115                 41                288
     Commercial real estate                                  1                 12                134
                                                    -----------        -----------         ----------
Total recoveries                                           306                 62                974

Loans charged-off:
     Commercial                                         (1,187)              (358)            (5,862)
     Consumer                                             (724)              (659)            (2,784)
     Commercial real estate                                (23)              (177)              (411)
                                                    -----------        -----------         ----------
Total charge-offs                                       (1,934)            (1,194)            (9,057)
                                                    -----------        -----------         ----------
Net charge-offs                                         (1,628)            (1,132)            (8,083)
                                                    -----------        -----------         ----------

Balance at end of period                               $72,253            $52,157            $66,981
                                                    ===========        ===========         ==========

Net charge-offs as a percentage of
Average loans outstanding                                 0.14%              0.12%              0.19%
</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.



                                       16

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

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

The following  Current  Reports on Form 8-K were filed by the Company during the
first quarter ended March 31, 2002:

         (a) Current Report on Form 8-K, dated February 27, 2002, announcing the
offering of Commerce Capital Trust II Convertible Trust Preferred Securities

         (b) Current  Report on Form 8-K,  dated March 6, 2002,  announcing  the
pricing of the Commerce Capital Trust II Convertible Trust Preferred Securities

         (c) Current  Report on Form 8-K,  dated March 11, 2002,  announcing the
closing on the Commerce Capital Trust II Convertible Trust Preferred Securities



                                       17

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                   SIGNATURES
                                   ----------

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



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










       May 14, 2002                           /s/ DOUGLAS J. PAULS
--------------------------         ---------------------------------------------
          (Date)                                DOUGLAS J. PAULS
                                           SENIOR VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER
                                  (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)




                                       18