SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PAULS DOUGLAS J

(Last)

(First)

(Middle)

COMMERCE BANCORP, INC.

1701 ROUTE 70 EAST

(Street)

CHERRY HILL

08034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMERCE BANCORP INC /NJ/ [ CBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2004		M		1,000	A	$9.57	6,274	D
Common Stock								575	I	By Wife
Common Stock								5,391	I	ESOP Allocation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to Buy⁽¹⁾	$9.57	04/15/2004		M			1,000	12/18/1997	12/18/2006	Common Stock	3,110	$0	3,110	D
Right to Buy⁽¹⁾	$16.1							12/16/1998	12/16/2007	Common Stock	11,976		11,976	D
Right to Buy⁽¹⁾	$21.85							12/15/1999	12/15/2008	Common Stock	18,534		18,534	D
Right to Buy⁽¹⁾	$19.28							12/21/2000	12/21/2009	Common Stock	21,000		21,000	D
Right to Buy⁽¹⁾	$30.6							01/31/2002	01/31/2011	Common Stock	30,000		30,000	D
Right to Buy⁽¹⁾	$40.12							02/04/2003	02/04/2012	Common Stock	20,000		20,000	D
5.95% Conv. Trust Pref. Sec. of Commerce Capital Trust II	⁽²⁾							⁽²⁾	03/11/2032⁽²⁾	Common Stock	1,895		2,000	D
Right to Buy⁽¹⁾	$42.8							02/18/2004	02/18/2013	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$42.8							02/18/2005	02/18/2013	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$42.8							02/18/2006	02/18/2013	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$42.8							02/18/2007	02/18/2013	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$58.9							02/03/2005	02/03/2014	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$58.9							02/03/2006	02/03/2014	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$58.9							02/03/2007	02/03/2014	Common Stock	6,250		6,250	D
Right to Buy⁽¹⁾	$58.9							02/03/2008	02/03/2014	Common Stock	6,250		6,250	D

Explanation of Responses:

1. Granted under the Company's 1997 Employee Stock Option Plan, which are 16b-3 plans.

2. Each 5.97% Convertible Trust Pref. Sec. is convertible at any time on or after the occurence of certain events described below and prior to 5:00 p.m., NYC time, on the business day immediately preceding the date of repayment of such preferred security, whether at stated maturity (i.e. March 11, 2032) or upon redemption, at the option of the holder thereof, into shares of Commerce Bancorp, Inc.'s common stock at an initial conversion ratio of 0.9478 shares of Commerce Bancorp, Inc. common stock f or each preferred security, subject to adjustment under certain circumstances.

	Douglas Pauls	04/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.