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

                                       OR

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

                            Commission File #0-12874

                            [GRAPHIC OMITTED - LOGO]

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

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

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


                                 (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                                       32,198,979
--------------------------------------------------------------------------------
     (Title of Class)                             (No. of Shares Outstanding
                                                        as of 5/01/01)
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                     INDEX

                                                                            Page

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

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

          Consolidated Statements of Income (unaudited)
          Three months ended March 31, 2001 and
          March 31, 2000.......................................................2

          Consolidated Statements of Cash Flows (unaudited)
          Three months ended March 31, 2001 and
          March 31, 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..........12

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K....................................13


<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS(unaudited)
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------
                                                                                    March 31,       December 31,
                                                                                  --------------------------------
                  (dollars in thousands)                                              2001              2000
                  ------------------------------------------------------------------------------------------------
<S>                                                                               <C>               <C>
Assets            Cash and due from banks                                            $401,392          $443,918
                  Federal funds sold                                                  200,600            52,000
                                                                                  -----------       -----------
                       Cash and cash equivalents                                      601,992           495,918
                  Loans held for sale                                                  28,123            41,791
                  Trading securities                                                  174,988           109,306
                  Securities available for sale                                     2,460,058         2,021,326
                  Securities held to maturity                                       1,385,852         1,513,456
                       (market value 03/01-$1,388,562; 12/00-$1,503,202)
                  Loans                                                             3,847,040         3,687,260
                       Less allowance for loan losses                                  52,157            48,680
                                                                                  -----------       -----------
                                                                                    3,794,883         3,638,580
                  Bank premises and equipment, net                                    285,722           276,097
                  Other assets                                                        217,127           200,042
                                                                                  -----------       -----------
                                                                                   $8,948,745        $8,296,516
                                                                                  ===========       ===========

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                        $2,645,950        $2,628,358
                           Noninterest-bearing                                      1,935,101         1,789,371
                       Savings                                                      1,561,953         1,436,800
                       Time                                                         1,967,446         1,533,065
                                                                                  -----------       -----------
                           Total deposits                                           8,110,450         7,387,594

                  Other borrowed money                                                 66,410           283,714
                  Other liabilities                                                   151,293            52,484
                  Trust Capital Securities - Commerce Capital Trust I                  57,500            57,500
                  Long-term debt                                                       23,000            23,000
                                                                                  -----------       -----------
                                                                                    8,408,653         7,804,292

Stockholders'     Common stock, 32,142,144 shares
Equity                 issued (31,761,453 shares in 2000)                              50,222            49,627
                  Capital in excess of par or stated value                            435,514           422,375
                  Retained earnings                                                    41,730            27,083
                  Accumulated other comprehensive income                               14,248            (5,239)
                                                                                  -----------       -----------
                                                                                      541,714           493,846

                  Less treasury stock, at cost                                          1,622             1,622
                                                                                  -----------       -----------
                           Total stockholders' equity                                 540,092           492,224
                                                                                  -----------       -----------

                                                                                   $8,948,745        $8,296,516
                                                                                  ===========       ===========
</TABLE>
See accompanying notes.

                                       1
<PAGE>
                    COMMERCE BANCORP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME(unaudited)

<TABLE>
<CAPTION>
                  -----------------------------------------------------------------------------------------------
                                                                                      Three Months Ended
                                                                                          March 31,
                                                                                -------------------------------
                  (dollars in thousands, except per share amounts)                  2001             2000
                  -----------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
Interest          Interest and fees on loans                                          $79,739          $63,178
income            Interest on investments                                              61,450           48,830
                  Other interest                                                        1,890              218
                                                                                  -----------      -----------
                           Total interest income                                      143,079          112,226
                                                                                  -----------      -----------

Interest          Interest on deposits:
expense                Demand                                                          18,034           15,351
                       Savings                                                          8,895            6,168
                       Time                                                            27,242           15,863
                                                                                  -----------      -----------
                           Total interest on deposits                                  54,171           37,382
                  Interest on other borrowed money                                      1,573            5,087
                  Interest on long-term debt                                            1,595            1,558
                                                                                  -----------      -----------
                           Total interest expense                                      57,339           44,027
                                                                                  -----------      -----------

                  Net interest income                                                  85,740           68,199
                  Provision for loan losses                                             4,609            3,493
                                                                                  -----------      -----------
                  Net interest income after provision for loan losses                  81,131           64,706

Noninterest       Deposit charges and service fees                                     17,164           12,336
income            Other operating income                                               25,964           22,508
                  Net investment securities gains                                         980              820
                                                                                  -----------      -----------
                           Total noninterest income                                    44,108           35,664
                                                                                  -----------      -----------

Noninterest       Salaries                                                             35,656           29,043
expense           Benefits                                                              8,271            6,192
                  Occupancy                                                             8,798            7,078
                  Furniture and equipment                                              11,606            9,159
                  Office                                                                6,066            5,798
                  Audit and regulatory fees and assessments                               960              681
                  Marketing                                                             2,264            2,264
                  Other real estate (net)                                                 350              273
                  Other                                                                16,383           12,371
                                                                                  -----------      -----------
                           Total noninterest expenses                                  90,354           72,859
                                                                                  -----------      -----------

                  Income before income taxes                                           34,885           27,511
                  Provision for federal and state income taxes                         11,484            9,216
                                                                                  -----------      -----------
                  Net income                                                          $23,401          $18,295
                                                                                  ===========      ===========

                  Net income per common and common equivalent share:
                       Basic                                                          $  0.73          $  0.60
                                                                                  -----------      -----------
                       Diluted                                                        $  0.70          $  0.59
                                                                                  -----------      -----------
                  Average common and common equivalent shares outstanding:
                       Basic                                                           31,907           30,263
                                                                                  -----------      -----------
                       Diluted                                                         33,438           31,160
                                                                                  -----------      -----------
                  Cash dividends declared, common stock                               $  0.28          $  0.24
                                                                                  ===========      ===========
</TABLE>
See accompanying notes.

                                       2
<PAGE>
                    COMMERCE BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------------
                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2001               2000
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>
Operating         Net income                                                               $23,401            $18,295
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                             4,609              3,493
                       Provision for depreciation, amortization and accretion                9,915              6,975
                       Gains on sales of securities available for sale                        (980)              (820)
                       Proceeds from sales of mortgages held for sale                      112,515              6,241
                       Originations of mortgages held for sale                             (98,847)              (537)
                       Net loan chargeoffs                                                  (1,132)            (1,170)
                       Net (increase) decrease in trading securities                       (65,682)            49,924
                       (Increase) decrease in other assets                                 (27,927)             6,793
                       Increase in other liabilities                                        98,808             22,723
                  -----------------------------------------------------------------------------------------------------
                             Net cash provided by operating activities                      54,680            111,917

Investing         Proceeds from the sales of securities available for sale                 185,229            167,134
activities        Proceeds from the maturity of securities available for sale              158,954             61,324
                  Proceeds from the maturity of securities held to maturity                 82,281             35,705
                  Purchase of securities available for sale                               (687,657)          (259,551)
                  Purchase of securities held to maturity                                  (18,843)           (91,272)
                  Net increase in loans                                                   (162,873)          (237,991)
                  Proceeds from sales of loans                                               3,093              2,886
                  Purchases of premises and equipment                                      (19,322)           (22,804)
                  -----------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                        (459,138)          (344,569)

Financing         Net increase in demand and savings deposits                              288,476            267,946
activities        Net increase in time deposits                                            434,381            230,361
                  Net decrease in other borrowed money                                    (217,304)          (239,139)
                  Dividends paid                                                            (8,747)            (7,040)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                            14,069             12,921
                  Other                                                                       (343)            (5,521)
                  -----------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     510,532            259,528

                  Increase in cash and cash equivalents                                    106,074             26,876
                  Cash and cash equivalents at beginning of year                           495,918            322,924
                  -----------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $601,992           $349,800
                  =====================================================================================================

                  Supplemental  disclosures of cash flow information:  Cash paid
                     during the period for:
                       Interest                                                            $52,597            $43,111
                       Income taxes                                                                             1,343
                  -----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.

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

A.   Consolidated Financial Statements

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

These condensed  consolidated financial statements should be read in conjunction
with the audited  financial  statements  and the notes  thereto  included in the
registrant's  Annual Report on Form 10-K for the period ended December 31, 2000.
The  results  for the three  months  ended  March 31,  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/Central, N.A., 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 $42.9 million and $8.8 million,  respectively,  for the three months
ended March 31, 2001 and 2000.



                                       4
<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, 2001                           March 31, 2000
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>        <C>           <C>           <C>          <C>
Net interest income                       $85,880         $(140)     $85,740       $69,801       $(1,602)     $68,199
Provision for loan losses                   4,609                      4,609         3,493                      3,493
                                      ---------------------------------------------------------------------------------

Net interest income after provision        81,271          (140)      81,131        66,308        (1,602)      64,706
Noninterest income                         26,378        17,730       44,108        20,345        15,319       35,664
Noninterest expense                        76,108        14,246       90,354        59,682        13,177       72,859
                                      ---------------------------------------------------------------------------------
Income before income taxes                 31,541         3,344       34,885        26,971           540       27,511
Income tax expense                         10,295         1,189       11,484         8,925           291        9,216
                                      ---------------------------------------------------------------------------------
Net income                                $21,246        $2,155      $23,401       $18,046          $249      $18,295
                                      =================================================================================

Average assets (in millions)           $7,583,889      $901,607   $8,485,496    $6,030,116      $630,352   $6,660,468
                                      =================================================================================
</TABLE>

E.   Recent Accounting Statement

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

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.

                                       5
<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,
                                                                ----------------------------------
                                                                      2001             2000
--------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>
Basic:
Net income applicable to common stock                               $ 23,401          $18,295
                                                                ==================================

Average common shares outstanding                                     31,907           30,263
                                                                ==================================

Net income per common share - basic                                   $ 0.73           $ 0.60
                                                                ==================================

Diluted:
Net income applicable to common stock
on a diluted basis                                                  $ 23,401          $18,295
                                                                ==================================

Average common shares outstanding                                     31,907           30,263
Additional shares considered in diluted
computation assuming:
  Exercise of stock options                                            1,531              897
                                                                ----------------------------------
Average common shares outstanding
on a diluted basis                                                    33,438           31,160
                                                                ==================================
Net income per common share - diluted                                 $ 0.70           $ 0.59
                                                                ==================================
</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 March 31, 2001, stockholders' equity totaled $540.1 million or 6.04% 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 March 31, 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>
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

March 31, 2000
Company
     Risk based capital ratios:
       Tier 1                             $468,481       11.33%    $ 165,390        4.00%      $248,085        6.00%
       Total capital                       522,986       12.65       330,780        8.00        413,475       10.00
     Leverage ratio                        468,481        6.98       268,302        4.00        335,378        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                             $233,787       10.12%     $ 92,415        4.00%     $ 138,622        6.00%
       Total capital                       256,562       11.10       184,830        8.00        231,037       10.00
     Leverage ratio                        233,787        6.47       144,469        4.00        180,586        5.00
</TABLE>

At March 31, 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 March 31, 2001, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits
--------

Total  deposits at March 31, 2001 were $8.11 billion,  up $2.00 billion,  or 33%
over  total  deposits  of $6.11  billion  at March  31,  2000,  and up by $722.9
million, or 10% from year-end 2000. Deposit growth during the first three 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
17.3% at March 31, 2001 as  compared  to deposits a year ago for those  branches
open for more than two years.

Interest Rate Sensitivity and Liquidity
---------------------------------------

The Company's risk of loss arising from adverse changes in the fair market value
of financial instruments, or market risk, is composed primarily of interest rate
risk.  The  primary  objective  of  the  Company's  asset/liability   management

                                       7
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES


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 March
31, 2001,  the  Company's  income  simulation  model  indicates net income would
increase  by 3.60% and  decrease  by 0.27% in the first year and over a two year
time frame, respectively,  if rates decreased as described above, as compared to
an increase of 4.14% and 1.05%,  respectively,  at March 31, 2000.  At March 31,
2001,  the model  projects that net income would  decrease by 5.77% and 4.79% in
the first year and over a two year time frame, respectively,  if rates increased
as described above, as compared to a decrease of 6.09% and 4.60%,  respectively,
at March 31, 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 March 31,  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 three  months of 2001,  the
Company  significantly  reduced its  short-term  borrowings,  primarily  through
increased deposits.  At March 31, 2001,  short-term  borrowings aggregated $66.4
million and had an average  rate of 4.33%,  as compared to $283.7  million at an
average rate of 6.70% at December 31, 2000.

                                       8
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

For the three  month  period  ended  March 31,  2001,  interest  earning  assets
increased $671.5 million from $7.43 billion to $8.10 billion.  This increase was
primarily in investment securities and the loan portfolio as described below.

Loans
-----

During the first three months of 2001, loans increased $156.3 million from $3.64
billion to $3.79  billion.  At March 31, 2001,  loans  represented  47% of total
deposits and 42% of total assets. All segments of the loan portfolio experienced
growth in the first three months of 2001,  including loans secured by commercial
real estate properties, commercial loans, and consumer loans.

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

In  total,  for the first  three  months of 2001,  securities  increased  $376.8
million from $3.64 billion to $4.02  billion.  The available for sale  portfolio
increased  $438.7  million to $2.46 billion at March 31, 2001 from $2.02 billion
at December 31, 2000, and the securities  held to maturity  portfolio  decreased
$127.6 million to $1.39 billion at March 31, 2001 from $1.51 billion at year-end
2000. The portfolio of trading securities  increased $65.7 million from year-end
2000 to $175.0 million at March 31, 2001. At March 31, 2001, the average life of
the  investment  portfolio  was  approximately  7.1 years,  and the duration was
approximately 5.0 years. At March 31, 2001, total securities  represented 45% of
total assets.

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

Net income for the first quarter of 2001 was $23.4 million,  an increase of $5.1
million or 28% over the $18.3 million recorded for the first quarter of 2000. On
a per share  basis,  diluted net income for the first  quarter of 2001 was $0.70
per common  share  compared to $0.59 per common  share for the first  quarter of
2000.

Return on average  assets (ROA) and return on average equity (ROE) for the first
quarter  of 2001 were  1.10% and  17.92%,  respectively,  compared  to 1.10% and
20.60%, respectively, for the same 2000 period.

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

Net interest  income  totaled  $85.7  million for the first  quarter of 2001, an
increase  of $17.5  million  or 26% from $68.2  million in the first  quarter of
2000.  The  improvement  in net  interest  income  was due  primarily  to volume
increases in the loan and investment portfolios.

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

Noninterest  income  totaled  $44.1  million for the first  quarter of 2001,  an
increase of $8.4 million or 24% from $35.7 million in the first quarter of 2000.
The increase was due  primarily to increased  deposit  charges and service fees,
which rose $4.8 million over the first  quarter of 2000  primarily due to higher
transaction volumes. In addition,  other operating income increased $3.5 million
over the prior year, including increased revenues of $1.8 million from CCMI, the
Company's  municipal public finance  subsidiary.  The Company also recorded $980
thousand  in net  investment  securities  gains in the first  quarter of 2001 as
compared to $820 thousand for the same 2000 period.

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

For the first quarter of 2001,  noninterest  expense  totaled $90.4 million,  an
increase of $17.5 million or 24% 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 120 at March 31,  2000 to 152 at March 31,
2001.  With the addition of these new offices,  staff,  facilities,  and related
expenses rose accordingly. Other noninterest expenses rose $4.0 million over the
first  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.

                                       9
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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 69.84% for the first three  months of 2001 as compared
to 70.44% 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 March
31, 2001 were $20.9 million,  or 0.23% of total assets compared to $16.6 million
or 0.20% of total  assets at  December  31,  2000 and $15.6  million or 0.23% of
total assets at March 31, 2000.

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, 2001
were $19.4 million or 0.50% of total loans compared to $13.6 million or 0.37% of
total  loans at December  31, 2000 and $11.9  million or 0.37% of total loans at
March 31,  2000.  At March 31,  2001,  loans  past due 90 days or more and still
accruing  interest  amounted  to $537  thousand  compared  to $489  thousand  at
December  31,  2000 and  $916  thousand  at March  31,  2000.  Additional  loans
considered  as potential  problem  loans by the  Company's  internal loan review
department  ($36.9  million at March 31,  2001) have been  evaluated  as to risk
exposure in determining the adequacy of the allowance for loan losses.

Other real estate (ORE) at March 31, 2001 totaled $1.5 million  compared to $3.0
million  at  December  31,  2000  and $3.7  million  at March  31,  2000.  These
properties  have  been  written  down to the  lower of cost or fair  value  less
disposition costs.

On pages 11 and 12 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 March 31, 2001,  December
31, 2000, and March 31, 2000.

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

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

These  forward-looking   statements  include  statements  with  respect  to  the
Company's  beliefs,  plans,  objectives,  goals,  expectations,   anticipations,
estimates  and   intentions,   that  are  subject  to   significant   risks  and
uncertainties  and are subject to change based on various factors (some of which
are beyond the Company's control). The words "may", "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.

                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following summary presents  information  regarding  non-performing loans and
assets as of March 31, 2001 and the preceding four quarters:  (dollar amounts in
thousands)

<TABLE>
<CAPTION>
                                                  March 31,    December 31,   September 30,    June 30,      March 31,
                                                    2001           2000          2000            2000           2000
                                             --------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>             <C>
Non-accrual loans:
   Commercial                                      $10,681        $4,955         $5,771         $4,960          $5,272
   Consumer                                          1,378         1,295          1,296            891             709
   Real estate:
     Construction                                    1,590         1,459             50             55              55
     Mortgage                                        5,756         5,840          5,979          4,720           5,458
                                             --------------------------------------------------------------------------
         Total non-accrual loans                    19,405        13,549         13,096         10,626          11,494
                                             --------------------------------------------------------------------------

Restructured loans:
   Commercial                                           11            11             12            240             256
   Consumer
   Real estate:
     Construction
     Mortgage                                                         82             85            183             189
                                             --------------------------------------------------------------------------
         Total restructured loans                       11            93             97            423             445
                                             --------------------------------------------------------------------------

Total non-performing loans                          19,416        13,642         13,193         11,049          11,939
                                             --------------------------------------------------------------------------

Other real estate                                    1,452         2,959          2,941          3,448           3,681
                                             --------------------------------------------------------------------------

Total non-performing assets                         20,868        16,601         16,134         14,497          15,620
                                             --------------------------------------------------------------------------

Loans past due 90 days or more
   And still accruing                                  537           489            561            473             916
                                             --------------------------------------------------------------------------

Total non-performing assets and
   Loans past due 90 days or more                  $21,405       $17,090        $16,695        $14,970         $16,536
                                             ==========================================================================

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

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

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

Allowance for loan losses as a percentage
   Of total non-performing loans                      269%          357%           359%           398%            341%

Allowance for loan losses as a percentage
   Of total period-end loans                         1.36%         1.32%          1.30%          1.28%           1.27%

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


                                       11
<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
                                                               03/31/01           03/31/00           12/31/00
                                                              -----------        -----------         ----------
<S>                                                            <C>                <C>                <C>
Balance at beginning of period                                   $48,680            $38,382            $38,382
Provisions charged to operating expenses                           4,609              3,493             13,931
                                                               ---------          ---------           --------
                                                                  53,289             41,875             52,313

Recoveries on loans charged-off:
Commercial                                                             9                 96                276
Consumer                                                              41                 44                248
Real estate                                                           12                  1                 52
                                                               ---------          ---------           --------
Total recoveries                                                      62                141                576

Loans charged-off:
Commercial                                                          (358)            (1,036)            (2,911)
Consumer                                                            (659)              (275)            (1,243)
Real estate                                                         (177)                                  (55)
                                                               ---------          ---------           --------
Total charge-offs                                                 (1,194)            (1,311)            (4,209)
                                                               ---------          ---------           --------
Net charge-offs                                                   (1,132)            (1,170)            (3,633)
                                                               ---------          ---------           --------

Balance at end of period                                         $52,157            $40,705            $48,680
                                                              ==========         ==========          =========

Net charge-offs as a percentage of
Average loans outstanding                                           0.12%              0.15%              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.


                                       12
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

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

No reports on Form 8-K were filed during the first quarter ended March 31, 2001.






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