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 June 30, 2000
                               -------------

                                       OR

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

         For the transition period from ______________ to ______________

                            Commission File #0-12874


                             COMMERCE BANCORP, INC

             (Exact name of registrant as specified in its charter)

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

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


                                 (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                                         31,094,561
--------------------------------------------------------------------------------
(Title of Class)                                (No. of Shares Outstanding
                                                     as of 8/04/00)
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets (unaudited)
         June 30, 2000 and December 31, 1999...................................1

         Consolidated  Statements of Income  (unaudited) Three months
         ended June 30, 2000 and June 30, 1999 and six months ended
         June 30, 2000 and June 30, 1999.......................................2

         Consolidated Statements of Cash Flows (unaudited)
         Six months ended June 30, 2000 and
         June 30, 1999.........................................................3

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

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

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

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders..................14

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

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

                  -----------------------------------------------------------------------------------------------
                                                                                   June 30,       December 31,
                                                                                 --------------------------------
                  (dollars in thousands)                                              2000              1999
                  -----------------------------------------------------------------------------------------------
<S>               <C>                                                            <C>               <C>
Assets            Cash and due from banks                                            $365,356          $317,624
                  Federal funds sold                                                  155,500             5,300
                                                                                 -------------    --------------
                       Cash and cash equivalents                                      520,856           322,924
                  Loans held for sale                                                                     5,704
                  Trading securities                                                   91,728           117,837
                  Securities available for sale                                     1,769,209         1,664,257
                  Securities held to maturity                                       1,227,073         1,201,892
                       (market value 06/00-$1,177,757; 12/99-$1,155,447)
                  Loans                                                             3,450,314         2,961,088
                       Less allowance for loan losses                                  44,004            38,382
                                                                                 -------------    --------------
                                                                                    3,406,310         2,922,706
                  Bank premises and equipment, net                                    230,928           198,515
                  Other assets                                                        217,982           201,958
                                                                                 -------------    --------------
                                                                                   $7,464,086        $6,635,793
                                                                                 =============    ==============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                        $2,254,915        $2,063,899
                           Noninterest-bearing                                      1,616,369         1,420,865
                       Savings                                                      1,488,651         1,054,791
                       Time                                                         1,180,155         1,069,365
                                                                                 -------------    --------------
                           Total deposits                                           6,540,090         5,608,920

                  Other borrowed money                                                405,770           558,092
                  Other liabilities                                                    44,363            31,525
                  Trust Capital Securities - Commerce Capital Trust I                  57,500            57,500
                  Long-term debt                                                       23,000            23,000
                                                                                 -------------    --------------
                                                                                    7,070,723         6,279,037


Stockholders'     Common stock, 30,917,148 shares
Equity                 issued (29,844,314 shares 12/99)                                48,308            44,418
                  Capital in excess of par or stated value                            391,831           321,443
                  Retained earnings                                                      (42)            32,263
                  Accumulated other comprehensive income                             (45,110)          (39,744)
                                                                                 -------------    --------------
                                                                                      394,987           358,380

                  Less treasury stock, at cost                                          1,624             1,624
                                                                                 -------------    --------------
                           Total stockholders' equity                                 393,363           356,756
                                                                                 -------------    --------------

                                                                                   $7,464,086        $6,635,793
                                                                                 =============    ==============
</TABLE>

See accompanying notes

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

              ---------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended              Six Months Ended
                                                                      June 30,                       June 30,
                                                             ----------------------------------------------------------
              (dollars in thousands, except per share            2000           1999           2000           1999
              amounts)
              ---------------------------------------------------------------------------------------------------------
<S>           <C>                                             <C>            <C>           <C>            <C>
Interest      Interest and fees on loans                          $70,301        $52,561       $133,479       $100,564
income        Interest on investments                              51,224         40,767        100,054         79,774
              Other interest                                        1,758            228          1,976            384
                                                             -------------   ------------   ------------   ------------
                       Total interest income                      123,283         93,556        235,509        180,722
                                                             -------------   ------------   ------------   ------------

Interest      Interest on deposits:
expense            Demand                                          16,945         10,068         32,296         19,693
                   Savings                                          9,526          5,120         15,694          9,915
                   Time                                            15,671         14,678         31,534         29,685
                                                             -------------   ------------   ------------   ------------
                       Total interest on deposits                  42,142         29,866         79,524         59,293
              Interest on other borrowed money                      6,121          2,080         11,208          2,855
              Interest on long-term debt                            1,598          1,781          3,156          3,563
                                                             -------------   ------------   ------------   ------------
                       Total interest expense                      49,861         33,727         93,888         65,711
                                                             -------------   ------------   ------------   ------------

              Net interest income                                  73,422         59,829        141,621        115,011
              Provision for loan losses                             3,642          2,274          7,135          4,458
                                                             -------------   ------------   ------------   ------------
              Net interest income after provision for
                   loan losses                                     69,780         57,555        134,486        110,553

Noninterest   Deposit charges and service fees                     13,201         10,812         25,537         20,552
income        Other operating income                               22,400         16,249         44,908         33,377
              Net investment securities gains                                        400            820          1,265
                                                             -------------   ------------   ------------   ------------
                       Total noninterest income                    35,601         27,461         71,265         55,194
                                                             -------------   ------------   ------------   ------------

Noninterest   Salaries                                             29,310         24,063         58,353         47,850
expense       Benefits                                              6,411          4,841         12,603          9,897
              Occupancy                                             7,606          5,207         14,684         10,300
              Furniture and equipment                              10,309          7,611         19,468         14,554
              Office                                                5,756          4,853         11,554         10,151
              Audit and regulatory fees and assessments               689            632          1,370          1,204
              Marketing                                             2,698          2,503          4,962          4,166
              Other real estate (net)                                 481            495            754            969
              Other                                                13,285         11,069         25,656         19,935
                                                             -------------   ------------   ------------   ------------
                       Total noninterest expenses                  76,545         61,274        149,404        119,026
                                                             -------------   ------------   ------------   ------------

              Income before income taxes                           28,836         23,742         56,347         46,721
              Provision for federal and state income taxes          9,459          7,726         18,675         15,224
                                                             -------------   ------------   ------------   ------------
              Net income                                          $19,377       $ 16,016        $37,672        $31,497
                                                             =============   ============   ============   ============

              Net income per common and common
                 equivalent share:
                       Basic                                        $0.63          $0.55          $1.23          $1.09
                                                             -------------   ------------   ------------   ------------
                       Diluted                                      $0.61          $0.53          $1.20          $1.04
                                                             -------------   ------------   ------------   ------------
              Average common and common equivalent
                 shares outstanding:
                       Basic                                       30,650         29,009         30,457         28,777
                                                             -------------   ------------   ------------   ------------
                       Diluted                                     31,755         30,122         31,478         30,063
                                                             -------------   ------------   ------------   ------------
              Cash dividends declared, common stock                 $0.25          $0.21          $0.49          $0.41
                                                             =============   ============   ============   ============
</TABLE>

See accompanying notes

                                       2
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------------
                                                                                               Six Months Ended
                                                                                                   June 30,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2000               1999
                  ------------------------------------------------------------------------------------------------------
<S>               <C>                                                                   <C>                <C>
Operating         Net income                                                               $37,672            $31,497
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                             7,135              4,458
                       Provision for depreciation, amortization and accretion               13,696             15,194
                       Gains on sales of securities available for sale                        (820)            (1,265)
                       Proceeds from sales of mortgages held for sale                        6,241             67,111
                       Originations of mortgages held for sale                                (537)           (53,394)
                       Net loan chargeoffs                                                  (1,513)              (855)
                       Net decrease (increase) in trading securities                        26,109            (20,425)
                       Increase in other assets                                            (13,295)           (10,816)
                       Increase (decrease) in other liabilities                             12,838             (2,924)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                      87,526             28,581

Investing         Proceeds from the sales of securities available for sale                 167,134            201,469
activities        Proceeds from the maturity of securities available for sale              132,097            180,020
                  Proceeds from the maturity of securities held to maturity                 75,517            153,592
                  Purchase of securities available for sale                               (411,555)          (552,775)
                  Purchase of securities held to maturity                                 (100,879)           (49,759)
                  Net increase in loans                                                   (496,598)          (415,169)
                  Proceeds from sales of loans                                               7,372              5,906
                  Purchases of premises and equipment                                      (45,830)           (30,560)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by financing activities                        (672,742)          (507,276)

Financing         Net increase in demand and savings deposits                              820,380            245,546
activities        Net increase in time deposits                                            110,790             31,870
                  Net (decrease) increase in other borrowed money                         (152,322)           216,716
                  Dividends paid                                                           (14,511)           (11,228)
                  Proceeds from issuance of common stock under
                  dividend reinvestment and other stock plans                               24,326             11,486
                  Other                                                                     (5,515)               143
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     783,148            494,533

                  Increase (decrease) in cash and cash equivalents                         197,932             15,838
                  Cash and cash equivalents at beginning of year                           322,924            277,615
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                              $520,856           $293,453
                  ======================================================================================================

                  Supplemental  disclosures of cash flow information:
                     Cash paid during the period for:
                       Interest                                                            $93,224            $65,543
                       Income taxes                                                         20,361             12,553
                     Other noncash activities:
                       Transfer of securities to securities available for sale                                 91,010
                  ------------------------------------------------------------------------------------------------------
</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, 1999.
The results for the three  months  ended June 30, 2000 and the six months  ended
June 30, 2000 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2000.

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.

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 $14.1 million and $(5.4) million, respectively, for the three months
ended June 30, 2000 and 1999.  For the six months  ended June 30, 2000 and 1999,
total comprehensive income was $43.0 million and $4.2 million, respectively.



                                       4
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

Selected segment information is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                    June 30, 2000                            June 30, 1999
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>        <C>           <C>           <C>          <C>
Net interest income                       $73,714         $(292)     $73,422       $61,535       $(1,706)     $59,829
Provision for loan losses                   3,642                      3,642         2,274                      2,274
                                      -----------------------------------------------------------------------------------

Net interest income after provision        70,072          (292)      69,780        59,261        (1,706)      57,555
Noninterest income                         20,903        14,698       35,601        15,459        12,002       27,461
Noninterest expense                        63,288        13,257       76,545        50,228        10,771       60,999
                                      -----------------------------------------------------------------------------------
Income before income taxes                 27,687         1,149       28,836        24,492          (475)      24,017
Income tax expense                          9,104           355        9,459         8,004            (3)       8,001
                                      -----------------------------------------------------------------------------------
Net income                                $18,583          $794      $19,377       $16,488         $(472)     $16,016
                                      ===================================================================================

Average assets (in millions)           $7,145,142      $555,496   $7,700,638    $5,166,133      $594,205   $5,760,338
                                      ===================================================================================
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                  Six Months Ended                         Six Months Ended
                                                    June 30, 2000                            June 30, 1999
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>         <C>           <C>            <C>         <C>
Net interest income                      $143,515       $(1,894)    $141,621      $118,334       $(3,323)    $115,011
Provision for loan losses                   7,135                      7,135         4,458                      4,458
                                      -----------------------------------------------------------------------------------

Net interest income after provision       136,380        (1,894)     134,486       113,876        (3,323)     110,553
Noninterest income                         41,248        30,017       71,265        30,247        24,947       55,194
Noninterest expense                       122,970        26,434      149,404        97,322        21,154      118,476
                                      -----------------------------------------------------------------------------------
Income before income taxes                 54,658         1,689       56,347        46,801           470       47,271
Income tax expense                         18,029           646       18,675        15,333           441       15,774
                                      -----------------------------------------------------------------------------------
Net income                                $36,629        $1,043      $37,672       $31,468           $29      $31,497
                                      ===================================================================================

Average assets (in millions)           $6,538,494      $662,144   $7,200,638    $4,970,813      $628,795   $5,599,608
                                      ===================================================================================
</TABLE>

E.   Recent Accounting Statement

In June 1998, the Financial  Accounting Standards Board issued Statement No. 133
"Accounting for Derivative  Instruments and Hedging  Activities"  (FAS 133). FAS
133 will require 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.  FAS 133, as amended,  becomes effective for
the Company beginning January 1, 2001. Although early adoption is allowed in any
quarterly  period  after June 1998,  the  Company  has no plans to adopt FAS 133
prior to the effective date.  Based on the Company's  minimal use of derivatives
at the current time,  management does not expect the adoption of FAS 133 to have
a significant  effect on results of operations or the financial  position of the
Company. However, the impact from adopting FAS 133 will depend on the nature and
purpose of the derivative instruments in use by the Company at that time.

                                       5

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

F.   Trust Capital Securities

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

G.   Earnings Per Share

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

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Six Months Ended
                                                               June 30                            June 30
                                                   -------------------------------------------------------------------
                                                       2000              1999             2000              1999
----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>               <C>
Basic:
Net income applicable to common stock                   $ 19,377          $ 16,016          $37,672           $31,497
                                                   ==============    ==============   ==============    ==============

Average common shares outstanding                         30,650            29,009           30,457            28,777
                                                   ==============    ==============   ==============    ==============

Net income per common share - basic                       $ 0.63            $ 0.55           $ 1.23            $ 1.09
                                                   ==============    ==============   ==============    ==============

Diluted:
Net income applicable to common stock
on a diluted basis                                      $ 19,377          $ 16,016          $37,672           $31,497
                                                   ==============    ==============   ==============    ==============

Average common shares outstanding                         30,650            29,009           30,457            28,777
Additional shares considered in diluted
computation assuming:
Exercise of stock options                                  1,105             1,113            1,021             1,286
                                                   ==============    ==============   ==============    ==============

Average common shares outstanding
on a diluted basis                                        31,755            30,122           31,478            30,063
                                                   ==============    ==============   ==============    ==============

Net income per common share - diluted                     $ 0.61            $ 0.53           $ 1.20            $ 1.04
                                                   ==============    ==============   ==============    ==============
</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 June 30, 2000,  stockholders' equity totaled $393.4 million or 5.27% of total
assets,  compared to $356.8  million or 5.38% of total  assets at  December  31,
1999.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at June 30, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>        <C>            <C>         <C>            <C>
June 30, 2000
Company
     Risk based capital ratios:
       Tier 1                             $491,924       11.13%     $176,780        4.00%      $265,170        6.00%
       Total capital                       549,728       12.44       353,560        8.00        441,950       10.00
     Leverage ratio                        491,924        6.78       290,042        4.00        362,553        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                             $256,616        9.98%    $ 102,831        4.00%      $154,246        6.00%
       Total capital                       281,801       10.96       205,661        8.00        257,077       10.00
     Leverage ratio                        256,616        6.49       158,065        4.00        197,581        5.00

June 30, 1999
Company
     Risk based capital ratios:
       Tier 1                             $404,078       11.41%    $ 141,636        4.00%      $212,453        6.00%
       Total capital                       457,346       12.92       283,271        8.00        354,089       10.00
     Leverage ratio                        404,078        7.01       230,516        4.00        288,146        5.00

Commerce NJ
     Risk based capital ratios:
       Tier 1                             $208,291       10.68%     $ 77,981        4.00%      $116,972        6.00%
       Total capital                       227,489       11.67       155,962        8.00        194,953       10.00
     Leverage ratio                        208,291        6.43       129,570        4.00        161,963        5.00
</TABLE>

At June 30, 2000,  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 June 30, 2000, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits
--------

Total  deposits at June 30, 2000 were $6.54 billion,  up $1.33  billion,  or 26%
over total deposits of $5.21 billion at June 30, 1999, and up by $931.2 million,
or 17% from year-end  1999.  Deposit  growth during the first six months of 2000
included core deposit growth in all categories as well as growth from the public
sector.  The Company  experienced  "same-store  core deposit growth" of 13.8% at
June 30, 2000 as compared  to  deposits a year ago for those  branches  open for
more than two years.

                                       7
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

The Company's risk of loss arising from adverse changes in the fair market value
of financial instruments, or market risk, is composed primarily of interest rate
risk.  The  primary  objective  of  the  Company's  asset/liability   management
activities  is to maximize net interest  income,  while  maintaining  acceptable
levels of interest rate risk. The Company's  Asset/Liability Committee (ALCO) is
responsible for  establishing  policies to limit exposure to interest rate risk,
and to ensure  procedures  are  established  to  monitor  compliance  with these
policies. The guidelines established by ALCO are reviewed by the Company's Board
of Directors.

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

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting net income over the next 24 months in a flat rate scenario versus net
income in alternative  interest rate scenarios.  Management  continually reviews
and  refines  its  interest  rate risk  management  process in  response  to the
changing   economic   climate.   Currently,   the  Company's  model  projects  a
proportionate  200 basis point change during the next year, with rates remaining
constant in the second year.  The  Company's  ALCO policy has  established  that
interest income  sensitivity will be considered  acceptable if net income in the
above  interest  rate  scenario  is  within  15% of net  income in the flat rate
scenario in the first year and within 30% over the two year time frame.  At June
30, 2000,  the  Company's  income  simulation  model  indicates net income would
increase  by 5.12% and 2.69% in the first  year and over a two year time  frame,
respectively,  if rates decreased as described above, as compared to an increase
of 0.70% and a decrease of 6.04%,  respectively,  at June 30, 1999.  At June 30,
2000,  the model  projects that net income would  decrease by 6.30% and 4.87% in
the first year and over a two year time frame, respectively,  if rates increased
as described above, as compared to a decrease of 4.38% and 2.76%,  respectively,
at June 30, 1999. 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 June 30, 2000, 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.

                                       8
<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.  At June 30,  2000,  short-term  borrowings
aggregated  $405.8  million  and had an average  rate of 6.56%,  as  compared to
$558.1 million at an average rate of 5.38% at December 31, 1999.

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

For the six month period ended June 30, 2000,  interest earning assets increased
$737.7 million from $5.96 billion to $6.69 billion.  This increase was primarily
in investment securities and the loan portfolio as described below.

Loans
-----

During the first six months of 2000,  loans increased  $483.6 million from $2.92
billion to $3.41  billion.  At June 30,  2000,  loans  represented  52% of total
deposits and 46% of total assets. All segments of the loan portfolio experienced
growth in the first six months of 2000,  including  loans  secured by commercial
real estate properties, commercial loans, and consumer loans.

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

In total, for the first six months of 2000,  securities increased $104.0 million
from $2.98 billion to $3.09 billion.  Deposit  growth and other funding  sources
were used to increase the Company's investment portfolio. The available for sale
portfolio  increased $105.0 million to $1.77 billion at June 30, 2000 from $1.66
billion at December  31, 1999,  and the  securities  held to maturity  portfolio
increased  $25.2 million to $1.23 billion at June 30, 2000 from $1.20 billion at
year-end 1999. The portfolio of trading securities  decreased $26.1 million from
year-end 1999 to $91.7  million at June 30, 2000. At June 30, 2000,  the average
life of the investment  portfolio was  approximately 6.8 years, and the duration
was approximately 4.8 years. At June 30, 2000, total securities  represented 41%
of total assets.

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

Net income for the second quarter of 2000 was $19.4 million, an increase of $3.4
million or 21% over the $16.0 million  recorded for the second  quarter of 1999.
Net income for the first six months of 2000 was $37.7  million,  an  increase of
$6.2 million or 20% over the $31.5  million  recorded in the first six months of
1999.  On a per share basis,  diluted net income for the second  quarter of 2000
and the first six months of 2000 were $0.61 and $1.20 per common share  compared
to $0.53 and $1.04 per common share for the respective 1999 periods.

Return on average assets (ROA) and return on average equity (ROE) for the second
quarter  of 2000 were  1.08% and  20.59%,  respectively,  compared  to 1.11% and
18.98%,  respectively,  for the same 1999 period.  ROA and ROE for the first six
months of 2000 were 1.09% and 20.60%, respectively, compared to 1.12% and 18.87%
a year ago.

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

Net interest  income  totaled $73.4  million for the second  quarter of 2000, an
increase  of $13.6  million or 23% from $59.8  million in the second  quarter of
1999.  Net  interest  income  for the first six  months of 2000  totaled  $141.6
million,  up $26.6  million  or 23% from  the  first  six  months  of 1999.  The
improvement in net interest  income for both periods was due primarily to volume
increases in the loan and investment portfolios.


                                       9
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

Noninterest  income  totaled  $35.6  million for the second  quarter of 2000, an
increase  of $8.1  million  or 30% from $27.5  million in the second  quarter of
1999. The increase was due primarily to increased other operating income,  which
rose $6.2  million  over the prior year,  including  increased  revenues of $2.8
million from Commerce  National  Insurance,  the Company's  insurance  brokerage
subsidiary. In addition, deposit charges and service fees increased $2.4 million
over the second quarter of 1999 primarily due to higher transaction volumes. The
Company did not record any net investment securities gains in the second quarter
of 2000, as compared to $400 thousand a year ago.

For the first six months of 2000,  noninterest income totaled $71.3 million,  an
increase of $16.1  million or 29% from $55.2  million in the first six months of
1999.  Other  operating  income rose $11.5  million over the first six months of
1999,  including  increased  revenues of $7.1  million  from  Commerce  National
Insurance.  Deposit  charges and service  fees rose $5.0  million over the prior
year primarily due to higher transaction  volumes, and the Company recorded $820
thousand in net investment  securities  gains in the first six months of 2000 as
compared to $1.3 million a year ago.

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

For the second quarter of 2000,  noninterest  expense totaled $76.5 million,  an
increase of $15.3 million or 25% over the same period in 1999.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of branches increasing from 105 at June 30, 1999 to 129 at June 30, 2000,
and the growth of Commerce  National  Insurance.  With the addition of these new
offices,  staff,  facilities,  and  related  expenses  rose  accordingly.  Other
noninterest  expenses  rose $2.2 million over the second  quarter of 1999.  This
increase  resulted  primarily  from higher bank  card-related  service  charges,
increased  business   development   expenses,   and  increased   provisions  for
non-credit-related losses.

For the first six months of 2000, noninterest expense totaled $149.4 million, an
increase of $30.4 million or 26% over $119.0  million in the first six months of
1999.  Contributing  to this increase was new branch  activity and the growth of
Commerce National Insurance as noted above. Other noninterest expenses rose $5.7
million over the first six months of 1999. This increase resulted primarily from
higher  bank  card-related  service  charges,   increased  business  development
expenses, and increased provisions for non-credit-related losses.


The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring  gains) was 70.10% for the first six months of 2000 as compared to
69.88% for the same 1999 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 June
30, 2000 were $14.5 million,  or 0.19% of total assets compared to $12.2 million
or 0.18% of total  assets at  December  31,  1999 and $13.4  million or 0.23% of
total assets at June 30, 1999.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest)  at June 30,  2000
were $11.0 million or 0.32% of total loans  compared to $8.7 million or 0.29% of
total  loans at December  31,  1999 and $9.3  million or 0.34% of total loans at
June  30,  1999.  At June 30,  2000,  loans  past due 90 days or more and  still
accruing  interest  amounted  to $473  thousand  compared  to $499  thousand  at
December  31,  1999  and  $693  thousand  at June  30,  1999.  Additional  loans
considered  as potential  problem  loans by the  Company's  internal loan review
department  ($28.8  million  at June 30,  2000) have been  evaluated  as to risk
exposure in determining the adequacy of the allowance for loan losses.

Other real estate (ORE) at June 30, 2000  totaled $3.4 million  compared to $3.5
million at December 31, 1999 and $4.1 million at June 30, 1999. These properties
have been  written  down to the  lower of cost or fair  value  less  disposition
costs.

                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

On pages 12 and 13 are tabular  presentation  showing detailed information about
the Company's  non-performing  loans and assets and an analysis of the Company's
allowance for loan losses and other related data for June 30, 2000, December 31,
1999, and June 30, 1999.

Year 2000
---------

In prior years,  The Company  discussed  the nature and progress of its plans to
become Year 2000 ready.  In 1999,  the Company  completed  its  remediation  and
testing of systems.  As a result of those planning and  implementation  efforts,
the  Company   experienced  no  significant   disruptions  in  mission  critical
information  and technology  systems,  and believes  those systems  successfully
responded to the Year 2000 date  change.  The  cumulative  cost of the Year 2000
compliance  process,  including internal and external personnel and any required
hardware and software modifications,  was less than $1.0 million. The Company is
not aware of any material problems resulting from Year 2000 issues,  either with
its internal systems,  or the products and services of third parties  (including
loan customers).

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.

                                       11

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following summary presents  information  regarding  non-performing loans and
assets as of June 30, 2000 and the preceding four quarters:  (dollar  amounts in
thousands)

<TABLE>
<CAPTION>
                                                June 30,      March 31,    December 31,   September 30,    June 30,
                                                  2000           2000          1999            1999          1999
                                             --------------------------------------------------------------------------
<S>                                                 <C>           <C>            <C>            <C>             <C>
Non-accrual loans:
   Commercial                                       $4,960        $5,272         $2,254         $2,827          $3,104
   Consumer                                            891           709            674            748             787
   Real estate:
     Construction                                       55            55             55             55             115
     Mortgage                                        4,720         5,458          5,230          5,539           5,144
                                             --------------------------------------------------------------------------
         Total non-accrual loans                    10,626        11,494          8,213          9,169           9,150
                                             --------------------------------------------------------------------------

Restructured loans:
   Commercial                                          240           256            277             15              16
   Consumer
   Real estate:
     Construction
     Mortgage                                          183           189            192            108             110
                                             --------------------------------------------------------------------------
         Total restructured loans                      423           445            469            123             126
                                             --------------------------------------------------------------------------

Total non-performing loans                          11,049        11,939          8,682          9,292           9,276
                                             --------------------------------------------------------------------------

Other real estate                                    3,448         3,681          3,523          3,799           4,118
                                             --------------------------------------------------------------------------

Total non-performing assets                         14,497        15,620         12,205         13,091          13,394
                                             --------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                  473           916            499            581             693
                                             --------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                  $14,970       $16,536        $12,704        $13,672         $14,087
                                             ==========================================================================

Total non-performing loans as a
   percentage of total period-end loans              0.32%         0.37%          0.29%          0.34%           0.34%

Total non-performing assets as a
   percentage of total period-end assets             0.19%         0.23%          0.18%          0.21%           0.23%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets             0.20%         0.24%          0.19%          0.22%           0.24%

Allowance for loan losses as a percentage
   of total non-performing loans                      398%          341%           442%           387%            376%

Allowance for loan losses as a percentage
   of total period-end loans                         1.28%         1.27%          1.30%          1.31%           1.30%

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

                                       12
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                    Six Months Ended                   Year
                                                              ------------------------------           Ended
                                                               06/30/00           06/30/99           12/31/99
                                                              -----------        -----------         ----------
<S>                                                              <C>                <C>                <C>
Balance at beginning of period                                   $38,382            $31,265            $31,265
Provisions charged to operating expenses                           7,136              4,458              9,175
                                                              -----------        -----------         ----------
                                                                  45,518             35,723             40,440

Recoveries on loans charged-off:
Commercial                                                           167                366                544
Consumer                                                             156                119                291
Real estate                                                            2                 68                132
                                                              -----------        -----------         ----------
Total recoveries                                                     325                553                967

Loans charged-off:
Commercial                                                        (1,305)              (877)            (1,597)
Consumer                                                            (534)              (454)            (1,028)
Real estate                                                                             (77)              (400)
                                                              -----------        -----------         ----------
Total charge-offs                                                 (1,839)            (1,408)            (3,025)
                                                              -----------        -----------         ----------
Net charge-offs                                                   (1,514)              (855)            (2,058)
                                                              -----------        -----------         ----------

Balance at end of period                                         $44,004            $34,868            $38,382
                                                              ===========        ===========         ==========

Net charge-offs as a percentage of
average loans outstanding                                           0.10%              0.07%              0.08%
</TABLE>

Item 3:  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

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





                                       13
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Securities Holders

          The Annual Meeting of the  Registrant's  Shareholders was held on June
          20, 2000.  The only items of business acted upon at the Annual Meeting
          were (i) the  election of 12  directors  for one year terms;  and (ii)
          approval of the amendment to the Commerce Bancorp,  Inc. 1997 Employee
          Stock Option Plan to increase the number of shares  issuable under the
          1997 Plan by 5,000,000 shares.  The number of votes cast for, against,
          or withheld, as well as the number of abstentions and broker non-votes
          was as follows:

          (i)  Election of directors:

          Name of                                          (Withhold Authority)
          Nominee                          For                     Against
          -------                          ---                     -------
          Vernon W. Hill, II           25,416,446                  419,717
          David Baird, IV              25,489,792                  346,371
          Robert C. Beck               25,414,644                  421,519
          Jack R Bershad               25,241,155                  595,008
          Joseph M. Buckelew           25,432,134                  404,029
          C. Edward Jordan, Jr.        25,418,061                  418,102
          Morton N. Kerr               25,242,072                  594,091
          Steven M. Lewis              25,429,468                  418,102
          Daniel J. Ragone             25,473,374                  362,789
          William A. Schwartz, Jr.     25,491,028                  345,135
          Joseph T. Tarquini, Jr       25,490,054                  346,109
          Frank C. Videon, Sr.         25,472,117                  364,046

          (ii) Approval of the  amendment to the  Commerce  Bancorp,  Inc.  1997
               Employee  Stock  Option  Plan to  increase  the  number of shares
               issuable under the 1997 Plan by 5,000,000 shares:

                                                                        Broker
                       For            Against        Abstain            Non-Vote
                       ---            -------        -------            --------
                11,847,099          8,401,829        175,552           5,411,685

Item 6.   Exhibits and Reports on Form 8-K

          No reports on Form 8-K were filed during the second quarter ended June
          30, 2000.



                                       14
<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)










August 11, 2000                                /s/ DOUGLAS J. PAULS
---------------                    ---------------------------------------------
    (Date)                                       DOUGLAS J. PAULS
                                               SENIOR VICE PRESIDENT
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)



                                       15