UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 9, 2004
                                                          ---------------
                             Commerce Bancorp, Inc.
                             ----------------------

             (Exact name of registrant as specified in its charter)




      New Jersey                 1-12069                   22-2433468
      ----------           ---------------------        ---------------
  (State or other        (Commission File Number)        (IRS Employer
   jurisdiction                                          Identification
  of incorporation)                                         Number)


Commerce Atrium, 1701 Route 70 East, Cherry Hill, NJ               08034-5400
----------------------------------------------------               ----------
(Address of principal executive offices)                           (Zip Code)



        Registrant's telephone number, including area code: 856-751-9000
                                                            ------------










ITEM 5.     OTHER EVENTS AND REGULATION FD DISCLOSURE

         On or about  July 2,  2004 a class  action  complaint  was filed in the
United States  District  Court for the District of New Jersey  against  Commerce
Bancorp,  Inc. (the "Company") and certain  Company (or subsidiary)  current and
former  officers  and  directors.  The  complaint  alleges  that the  defendants
violated the federal securities laws,  specifically  Sections 10(b) and 20(a) of
the  Securities  Exchange  Act of 1934 and  Rule  10b-5  of the  Securities  and
Exchange  Commission.  The plaintiff  seeks  unspecified  damages on behalf of a
purported class of purchasers of the Company's securities during the period from
June 1, 2002 through  June 28, 2004.  The Company  believes  that the  complaint
against it is without merit and intends to vigorously defend itself.

         This Form 8-K contains "forward-looking"  statements. For this purpose,
any statements  contained in this Form 8-K that are not statements of historical
fact  may be  deemed  to be  forward-looking  statements,  including  statements
related  to future  results  in any  litigation.  Words  such as  "anticipates",
"believes",   "intends"  and  similar   expressions  are  intended  to  identify
forward-looking  statements.  These  forward-looking  statements  are subject to
risks and  uncertainties  that could cause actual  results to differ  materially
from the results indicated by such forward-looking statements. Important factors
that could cause results to differ include,  but are not limited to, whether the
Company will be able to successfully defend any lawsuit, including the purported
securities class action, the inherent uncertainties and risks of litigation that
may cause the Company to review and alter its  litigation  strategy and the risk
of potential  adverse rulings in any litigation.  The Company does not undertake
any obligation to update forward-looking statements.














                                    SIGNATURE

         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 hereunto duly authorized.





Date: July 9, 2004             COMMERCE BANCORP, INC.

                               By: /s/ DOUGLAS J. PAULS
                                  ---------------------
                               Douglas J. Pauls
                               Senior Vice President and Chief Financial Officer