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, 2003
                                 -----------------------------------------------

                                       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, 2003 and 2002




                                    Contents

Report of Independent Registered Public Accounting Firm....................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 Registered Public Accounting Firm

Board of Directors
Commerce Bancorp, Inc.


We have audited the accompanying  statements of assets available for benefits of
Commerce  Bancorp,  Inc. 401(k)  Retirement Plan (the "Plan") as of December 31,
2003 and 2002,  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 the standards of the Public  Company
Accounting Oversight Board (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, 2003 and 2002, and the changes in its assets  available for benefits for the
years  then  ended,  in  conformity  with  U.S.  generally  accepted  accounting
principles.

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,  2003,  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 for the year ended
December 31, 2003 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 11, 2004




                                       1




                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                   Statements of Assets Available for Benefits



                                                          December 31
                                                   2003                  2002
                                               ------------         ------------
Assets
Investments, at fair value                     $164,533,385         $127,587,195
Contributions receivable:
   Participant                                                           321,137
   Employer                                         821,602              660,742
                                               ------------         ------------
                                                    821,602              981,879
                                               ------------         ------------
Assets available for benefits                  $165,354,987         $128,569,074
                                               ============         ============


See accompanying notes.



                                       2





                                                                          

                  Commerce Bancorp, Inc. 401(k) Retirement Plan

             Statements of Changes in Assets Available for Benefits



                                                                   Year ended December 31
                                                                   2003              2002
                                                              ------------      ------------
Additions:
   Contributions:
     Participant                                              $  8,836,056      $  6,939,753
     Employer match                                              3,364,610         2,586,550
     Rollovers and transfers in from other plans                 1,528,631         1,456,831
     Consolidation of Commerce Bancorp, Inc. ESOP assets                          65,944,305
                                                              ------------      ------------
   Total contributions                                          13,729,297        76,927,439

   Investment income:
     Net appreciation in fair value of investments              28,140,557         4,564,825
     Interest and dividends                                      2,548,039         1,586,767
                                                              ------------      ------------
   Total investment income                                      30,688,596         6,151,592
                                                              ------------      ------------
Total additions                                                 44,417,893        83,079,031

Deductions:
   Benefits paid directly to participants                        7,580,938         7,820,762
   Other                                                            51,042           100,364
                                                              ------------      ------------
Total deductions                                                 7,631,980         7,921,126
                                                              ------------      ------------

Net increase in assets available for benefit                    36,785,913        75,157,905

Assets available for benefits:
   Beginning of year                                           128,569,074        53,411,169
                                                              ------------      ------------
   End of year
                                                              $165,354,987      $128,569,074
                                                              ============      ============


See accompanying notes.




                                       3



                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                          Notes to Financial Statements

                                December 31, 2003

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. During 2002,
net assets totaling $0.1 million were  transferred  into the Plan as a result of
the Sanford & Purvis acquisition.  No assets, resulting from acquisitions,  were
transferred into the plan during 2003.

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 2003
and 2002,  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 approximately $105,000 and
$59,000  were  used to  offset  matching  contributions  paid in 2004 and  2003,
respectively. 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, 2003
and 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 is $72,000 which represents  amounts
due to participants who have requested withdrawals.  There were no distributions
submitted for processing in 2003 that were not paid in 2003.

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 2003 and 2002, 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 U.S.  generally
accepted accounting principles 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,
2003 and 2002, the Plan's investments appreciated (depreciated) in fair value as
follows:




                                       7





                  Commerce Bancorp, Inc. 401(k) Retirement Plan

                    Notes to Financial Statements (continued)


3.   Investments (continued)



                                                                             Year ended December 31
                                                                            2003                   2002
                                                                     ---------------------------------------
                                                                                   
Pooled accounts                                                       $   5,296,670      $     (2,766,681)
Commerce Bancorp, Inc. Common Stock                                      18,317,339             7,082,633
Other                                                                     4,526,548               248,873
                                                                     ---------------------------------------
                                                                      $  28,140,557      $      4,564,825
                                                                     =======================================


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

                                                                                  December 31
                                                                            2003               2002
                                                                     ---------------------------------------

Commerce Bancorp, Inc. Common Stock (includes $81.0 million in
  nonparticipant-directed accounts)                                    $117,133,011       $     98,763,727


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:

                                                                            2003              2002

Investments, at fair value at January 1,                                $70,422,147      $         --
Merger of ESOP assets                                                            --        65,944,305
Dividend income                                                           1,050,376           990,721
Net appreciation in fair value                                           14,614,192         6,153,181
Distributions to participants                                            (5,063,825)       (2,666,060)
Administrative expense                                                           --                --
                                                                     ------------------- ------------------
Investments, at fair value at December 31,                              $81,022,890       $70,422,147
                                                                     =================== ==================





                                       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 July 8, 2003,  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 2,218,005 and 2,285,816  shares of the common stock of the Company
at  December  31,  2003 and 2002,  respectively.  The Plan held 7,000  shares of
Commerce Capital Trust II preferred shares at December 31, 2003 and 2002.

During 2003 and 2002, the Plan received $1,497,149 and $1,391,825, 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) (continued)

                                December 31, 2003



               Identity of issue, borrower,                                                   Current
                  lessor or similar party                     Description                      value
         ---------------------------------------------------------------------------------------------------
         Pooled Accounts
         Provident Stable Value Fund              Units of pooled accounts                $     5,462,816
         Provident Global Aggressive Fund                                                       3,202,302
         Provident Domestic Aggressive Fund                                                     7,855,130
         Provident Domestic Moderate Fund                                                       6,023,953
         Provident Domestic Conservative Fund                                                   2,207,702
         American Century Ultra Fund                                                            2,485,951
         Deposit Account
         Janus Aspen WW GW Fund                                                                 2,780,720
         Fidelity VIP II Contra Fund                                                            3,150,255
         Scudder Equity 500 IX                                                                  3,753,064
                                                                                        --------------------
         Total Pooled Accounts                                                                 36,921,893

         Common Stock
       +*Commerce Bancorp, Inc.
           (nonparticipant-directed)              Shares of common stock                       81,022,890
        *Commerce Bancorp, Inc. (participant-directed)                                         20,101,414
        *Commerce Bancorp, Inc.
        (self-directed)                                                                        16,008,707
                                                                                        --------------------
         Total Common Stock                                                                   117,133,011

         Self-directed investments                                                             10,196,922
         Loans receivable from participants       Interest  rates  ranging from 5.00% to
                                                    10.50%                                        281,559
                                                                                        --------------------
                                                                                          $   164,533,385
                                                                                        ====================

* Party-in-interest to the Plan.

+ The cost associated with the nonparticipant-directed shares is $9,339,302.

"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 25, 2004               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.













                                       13