SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20540


                                  SCHEDULE 13G

                                 CURRENT REPORT

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934



                       Pennsylvania Commerce Bancorp, Inc.
                                (Name of Issuer)

                               Voting Common Stock
                         (Title of Class of Securities)

                                   708677 109
                                 (CUSIP Number)








CUSIP No. 708677 109

1.       Names of Reporting Persons.
              I.R.S. Identification Nos. of above persons (entities only).

                           Commerce Bancorp, Inc.

2.       Check the appropriate box if a Member of a Group (See Instructions).

                                    N/A

3.       SEC Use Only._____________________________________________

4.       Citizenship or place of organization

                           United States

Number of Shares              5.  Sole Voting Power        150,885 (1)
                                                         ---------------
Beneficially Owned            6.  Shared Voting Power            0
                                                         ---------------
By Each Reporting             7.  Sole Dispositive Power   150,885 (1)
                                                         ---------------
Person With:                  8.  Shared Dispositive Power       0
                                                         ---------------

9.       Aggregate Amount Beneficially Owned by Each Reporting Person

                                     150,885
              ----------------------------------------------------

10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                    N/A

         11. Percent of Class Represented by Amount in Row (9)       8.5%
                                                               --------------

         12. Type of Reporting Person (See Instructions)      CO

(1) These shares are also reported as beneficially  owned by Vernon W. Hill, II,
the Chairman of the Board,  President & CEO of Commerce  Bancorp,  Inc. Does not
include 118,195 shares (adjusted for stock splits and dividends) of the Issuer's
Common Stock which Commerce  Bancorp,  Inc. is entitled to purchase in the event
of a "change in control"  (as defined in the warrant  agreement)  of the issuer.
Such warrants are fully transferrable and expire on October 7, 2008.












Item 1.
(a)      Name of Issuer - Pennsylvania Commerce Bancorp, Inc.
(b)      Address of Issuer's Principal Executive Offices -  100 Senate Avenue
                                                            Camp Hill, PA 17011

Item 2.
(a)      Name of Person Filing - Commerce Bancorp, Inc.
(b)      Address of Principal Business Office -1701 Route 70 East
                                               Cherry Hill, NJ 08034-5000
(c)      Citizenship - United States
(d)      Title of Class of Securities - Common Stock $1.00 par value
(e)      CUSIP Number - 708677 109
                        ----------

Item 3.  N/A

Item 4.  Ownership - See Numbers 5, 6. 7, 8 and 9 above

Item 5.  Ownership of Five Percent or Less of a Class -  N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person - N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security being Reported on By the Parent Holding Company - N/A

Item 8.  Identification and Classification of Members of the Group - N/A

Item 9.  Notice of Dissolution of Group - N/A

Item 10. Certification - N/A

(a) By signing  below,  I certify  that, to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not acquired and are not held for the purpose of or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                     2/2/01
                                                    ----------
                                                     Date


                                                     /s/ Commerce Bancorp, Inc.
                                                    ---------------------------
                                                    Signature