SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 11-K

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

       For the fiscal year ended    December 31, 2002
                                 -----------------------------------------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

       For the transition period from                   to
                                      ------------------   ---------------------


Commission file number    333-26965
                       -----------------------------------

A. Full title of the plan and address of the plan, if different from that of the
issuer named below:

         Commerce Bancorp, Inc. 401(k) Retirement Plan

B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:

                  Commerce Bancorp, Inc.
                  1701 Route 70 East
                  Cherry Hill, NJ 08034-5400
                  (856) 751-9000












                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                 Financial Statements and Supplemental Schedule


         Years ended December 31, 2002 and 2001




                                    Contents

Report of Independent Auditors.............................................1

Audited Financial Statements
----------------------------

Statements of Assets Available for Benefits................................2
Statements of Changes in Assets Available for Benefits.....................3
Notes to Financial Statements..............................................4


Supplemental Schedule
---------------------

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)............11

Signatures................................................................12

Exhibit Index.............................................................13















                         Report of Independent Auditors

Board of Directors
Commerce Bancorp, Inc.

We have audited the accompanying  statements of assets available for benefits of
the Commerce Bancorp,  Inc. 401(k) Retirement Plan (the Plan) as of December 31,
2002 and 2001,  and the related  statements  of changes in assets  available for
benefits  for  the  years  then  ended.  These  financial   statements  are  the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 2002 and 2001, and the changes in its assets  available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
(held at end of year) as of  December  31,  2002 is  presented  for  purposes of
additional  analysis and is not a required part of the financial  statements but
is  supplementary  information  required by the  Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied  in our  audits  of the  financial  statements  and,  in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ Ernst & Young LLP
Philadelphia, Pennsylvania

June 20, 2003


                                                                               1



                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                   Statements of Assets Available for Benefits



                                                       December 31
                                                2002                2001
                                         ---------------------------------------

Assets
Investments, at fair value               $127,587,195            $ 52,607,334
Contributions receivable:
   Participant                                321,137                 230,893
   Employer                                   660,742                 572,942
                                      ---------------------------------------
                                              981,879                 803,835
                                      ---------------------------------------
Assets available for benefits            $128,569,074            $ 53,411,169
                                      =======================================


See accompanying notes.



                                                                               2





                  Commerce Bancorp, Inc. 401(k) Retirement Plan

             Statements of Changes in Assets Available for Benefits



                                                                           Year ended December 31
                                                                          2002                2001
                                                                   ----------------------------------------
                                                                                         

Additions:
   Contributions:
    Participant contributions                                          $  6,939,753            $  5,331,117
    Employer match contributions                                          2,645,179               2,093,100
    Rollovers and transfers in from other plans                           1,456,831               1,088,663
    Consolidation of Commerce Bancorp, Inc. ESOP assets                  65,944,305                       -
                                                                   ----------------------------------------
   Total contributions                                                   76,986,068               8,512,880

   Investment income:
    Net appreciation in
     fair value of investments                                            4,506,196                 635,224
    Interest and dividends                                                1,586,767                 674,704
                                                                   ----------------------------------------
   Total investment income                                                6,092,963               1,309,928
                                                                   ----------------------------------------
Total additions                                                          83,079,031               9,822,808

Deductions:
   Benefits paid directly to participants                                 7,820,762               5,593,246
   Other                                                                    100,364                  33,514
                                                                   ----------------------------------------
Total deductions                                                          7,921,126               5,626,760
                                                                   ----------------------------------------

Net increase                                                             75,157,905               4,196,048

Assets available for benefits:
   Beginning of year                                                     53,411,169              49,215,121
                                                                   ----------------------------------------
   End of year                                                         $128,569,074            $ 53,411,169




See accompanying notes.



                                                                               3



                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                          Notes to Financial Statements




         December 31, 2002

1.   Description of Plan

The following  description of the Commerce Bancorp,  Inc. 401(k) Retirement Plan
(the Plan) provides only general  information.  Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.

General

The Plan, established April 1, 1997, is a defined contribution plan covering all
eligible employees of Commerce Bancorp, Inc. (the Company) who have at least six
months of service and are age 21 or older. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).

Effective January 1, 2002, the Commerce  Bancorp,  Inc. Employee Stock Ownership
Plan  (ESOP)  was  merged  with and  into  the  Commerce  Bancorp,  Inc.  401(k)
Retirement Plan to allow for greater administrative efficiencies.  In connection
with this  merger,  $65,944,305  of net assets  were  transferred  into the Plan
during    January   2002.    The   net   assets   of   the   former   ESOP   are
nonparticipant-directed  and are  maintained  in a  separate  account  (the ESOP
Account) for each participant in accordance with the Plan.

Participants  of  various  other  employee  benefit  plans  became  eligible  to
participate  in the  Plan  as a  result  of  acquisitions  by the  Company.  The
following are net assets of other benefit plans which were  transferred into the
Plan during 2002 and 2001, respectively:

                                                   2002                2001
                                             -----------------------------------

Sanford & Purvis                                $0.1 million                  -
Business Training                                          -       $0.1 million

Contributions

Each year,  participants may contribute up to 15% of pretax annual  compensation
as defined  in the Plan up to maximum  IRS  limitations.  Participants  may also
contribute amounts  representing  distributions from other qualified  retirement
plans.  The  Company  may,  but is  not  obligated  to,  contribute  a  matching
contribution for the plan year as determined by the board of directors.  In 2002
and 2001,  the Company  provided a matching  contribution  equal to the employee
contribution up to a maximum of 2.5% of the employee's salary. Contributions are
subject to certain limitations.



                                                                               4



                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                    Notes to Financial Statements (continued)



1.   Description of Plan (continued)

Contributions (continued)

Participants may direct employer and employee contributions in any of various
fund options offered by the Plan or they may elect to open accounts that allow
participant-directed investments.

Participant Accounts

Each  participant's  401(k)  account  is  credited  with  (a) the  participant's
contributions;  (b)  Company's  contributions;  (c) Plan  earnings;  and (d), is
charged with an allocation of  administrative  expenses if any costs are paid by
the Plan.  Allocations are based on participant earnings or account balances, as
defined.  Forfeitures of Company matching  contributions  arising from breaks in
service experienced by participants with less than fully vested interests in the
Plan  shall be  applied as  promptly  as  possible  to reduce  Company  matching
contributions. Forfeited employer's contributions of $59,000 were used to offset
matching contributions paid in the first quarter of 2003. The benefit to which a
participant   is  entitled  is  the  benefit  that  can  be  provided  from  the
participant's account.

Each  participant's ESOP Account is credited with an allocation of Plan earnings
and an  allocation  of  forfeitures  based on  participant  earnings  or account
balances,  as  defined.  The benefit to which a  participant  is entitled is the
benefit that can be provided from the participant's  account. When a participant
terminates  employment  or  otherwise  suffers  five (5)  consecutive  breaks in
service (fewer than 501 hours of service  worked per year),  all or a portion of
his or her  nonvested  interest may be forfeited.  If this  happens,  the amount
forfeited is  reallocated  among the accounts of the remaining  participants  as
though the forfeited amount was an Employer contribution.  At December 31, 2002,
100%  of  forfeited   nonvested   accounts  had  been   reallocated   to  active
participants.

Vesting

Participants are immediately  vested in their  contributions  and all investment
earnings thereon that have been allocated to their accounts.


                                                                               5


                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                    Notes to Financial Statements (continued)

1.   Description of Plan (continued)

Vesting (continued)

Participants  vest in the Company matching  contributions  (if any) based on the
following:

        Participant's Years of Service                        Vested Percentage
        -----------------------------------------------------------------------

        Less than 2                                                  None
        2 but fewer than 3                                            20%
        3 but fewer than 4                                            40%
        4 but fewer than 5                                            60%
        5 but fewer than 6                                            80%
        6 years or more                                              100%

Loans

Participants may borrow funds from the Plan subject to requirements of the Plan.
The loans are  secured by the  balance  in the  participant's  account  and bear
interest at a rate commensurate with local prevailing rates as determined by the
Plan  administrator.  Principal  and  interest is paid ratably  through  payroll
deductions.

Payment of Benefits

Benefits are payable upon  retirement,  death,  disability,  or  termination  of
employment.  Benefits are  distributed  to the  participant  or beneficiary in a
lump-sum  payment as provided in the provisions of the Plan.  Included in assets
available  for  benefits at December  31, 2002 and 2001 is $72,000 and  $30,000,
respectively,  which  represents  amounts due to participants who have requested
withdrawals.

Plan Termination

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to the  provisions  of ERISA.  In the event of Plan  termination,
participants  will  become  100%  vested  in  any  previously  unvested  Company
contributions.


                                                                               6


                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                    Notes to Financial Statements (continued)

1.   Description of Plan (continued)

Administrative Costs

Administrative  costs of the Plan are paid by the  Company,  unless the  Company
elects to have such costs paid by the Plan. For 2002 and 2001, no administrative
costs were paid by the Plan.

2.   Summary of Significant Accounting Policies

Investment Valuation and Income Recognition

The Plan's  investments  are  stated at fair  value  which is based on net asset
value of shares on the last  business  day of the plan year for pooled  accounts
and the last  available  quoted market price for shares of common stock and debt
securities.  The  participant  loans are valued at their  outstanding  balances,
which approximate fair value.  Purchases and sales of securities are recorded on
a trade-date  basis.  The cost of  investments  sold is determined on an average
historical  cost  basis.  Interest  income is  recorded  on the  accrual  basis.
Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
that affect the amounts  reported in the financial  statements and  accompanying
notes. Actual results could differ from those estimates.

3.   Investments

The Plan's pooled accounts are  administered by Provident  Mutual Life Insurance
Company. The Commerce Bancorp, Inc. Common Stock and self-directed  accounts are
administered  by Janney  Montgomery  Scott.  During the years ended December 31,
2002 and 2001, the Plan's investments appreciated (depreciated) in fair value as
determined by quoted market prices as follows:

                                                   Year ended December 31
                                                  2002             2001
                                           -------------------------------------

Pooled accounts                                $(2,825,310)         $(1,011,155)
Commerce Bancorp, Inc. Common Stock              7,082,633            1,351,506
Other                                              248,873              294,873
                                           ------------------------------------
                                               $ 4,506,196          $   635,224
                                           ====================================



                                                                               7


                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                    Notes to Financial Statements (continued)

3.   Investments (continued)

Investments that represent 5% or more of the fair value of the Plan's assets are
as follows:



                                                                                  December 31
                                                                            2002               2001
                                                                     ---------------------------------------

                                                                                   
Commerce Bancorp, Inc. Common Stock                                   $     98,763,727   $     26,075,870
Provident Domestic Aggressive Fund                                                   -          5,216,624
Provident Domestic Moderate Fund                                                     -          2,868,261


4. Nonparticipant-Directed Investments

Nonparticipant-directed  investments  are the  investments in Commerce  Bancorp,
Inc. common stock  previously owned by the ESOP, which were merged into the Plan
effective  January  1,  2002.  Information  about  the   nonparticipant-directed
investments in the common stock of the Company and the significant components of
changes in those investments is as follows:


Investments, at fair value at January 1, 2002                 $              -
Merger of ESOP assets                                               65,944,305
Dividend income                                                        990,721
Net appreciation in fair value                                       6,153,181
Distributions to participants                                       (2,666,060)
Administrative expense                                                       -
                                                              ------------------
Investments, at fair value at December 31, 2002               $     70,422,147
                                                              ==================

There were no nonparticipant-directed investments in 2001.


                                                                               8


                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                    Notes to Financial Statements (continued)

5.   Income Tax Status

The Plan has received a determination  letter from the Internal  Revenue Service
dated October 17, 1998,  stating that the Plan is qualified under Section 401(a)
of the Internal  Revenue Code (the Code) and,  therefore,  the related  trust is
exempt from taxation.  Subsequent to this issuance of the determination  letter,
the Plan has been amended.  Once  qualified,  the Plan is required to operate in
conformity with the Code to maintain the  qualification.  The Plan administrator
believes  the  Plan  is  being  operated  in  compliance   with  the  applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt.

6.   Transactions with Parties-in-Interest

The Plan held 2,285,816 and 662,834 shares of the common stock of the Company at
December 31, 2002 and 2001, respectively. The Plan held 7,000 shares of Commerce
Capital Trust II preferred shares at December 31, 2002.

During 2002 and 2001, the Plan received  $1,391,825 and $367,729,  respectively,
in dividends from the Company.







                                                                               9





                             Supplemental Schedule
                             ---------------------









                                                                              10






                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                              Schedule H, Line 4i -
                    Schedule of Assets (Held at End of Year)

         December 31, 2002

                                                Description of investment,
         Identity of issue, borrower,            including maturity date,
           lessor or similar party             rate of interest, collateral,                  Current
                                                  par or maturity value                        value
------------------------------------------------------------------------------------------------------------
                                                                                      

Pooled Accounts
Provident Stable Value Fund                   Units of pooled accounts                   $     3,326,020
Provident Global Aggressive Fund                                                               2,002,771
Provident Domestic Aggressive Fund                                                             4,945,143
Provident Domestic Moderate Fund                                                               3,546,201
Provident Domestic Conservative Fund                                                           1,325,669
American Ultra Fund                                                                            1,204,631
Deposit Account                                                                                   14,863
Janus Adviser WW GW Fund                                                                       1,506,722
Fidelity VIP II Contra Fund                                                                    1,482,135
Scudder Equity 500 IX                                                                          1,614,195
                                                                                       ---------------------
Total Pooled Accounts                                                                         20,968,350

Common Stock
+*Commerce Bancorp, Inc.
  (nonparticipant-directed)                   Shares of common stock
                                                                                              70,422,147
*Commerce Bancorp, Inc. (participant-directed)                                                14,344,844
*Commerce Bancorp, Inc. (self-directed)                                                       13,996,736
                                                                                       ---------------------
Total Common Stock                                                                            98,763,727

Self-directed investments                                                                      7,562,395
Loans receivable from participants            Interest  rates  ranging  from  5.25%  to
                                                10.15%                                           292,723
                                                                                       ---------------------
                                                                                         $   127,587,195
                                                                                       =====================

* Party-in-interest to the Plan.
+ The cost associated with the nonparticipant-directed shares is $9,199,906.

"Cost" is not required for participant-directed investments.




                                                                              11








                                   SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                  COMMERCE BANCORP, INC. RETIREMENT PLAN 401 (K)


Date: June 30, 2003               By:      /s/ Douglas J. Pauls
                                      --------------------------------
                                           Commerce Bancorp, Inc.
                                           Douglas J. Pauls
                                           Senior Vice President and
                                           Chief Financial Officer






                                                                              12



                                  EXHIBIT INDEX


  Exhibit No.              Description
  -----------              -----------

          23.1      Consent of Ernst & Young LLP.

          99.1      Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.












                                                                              13