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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DIFLORIO DENNIS M   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) President (Last) (First) (Middle) COMMERCE BANCORP INC, 1701 ROUTE 70 EAST 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2008 (Street) CHERRY HIL, NJ 08034 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/28/2008   M   58,829 A $ 10.92 358,788 D   Common Stock 02/28/2008   M   200,208 A $ 9.64 558,996 D   Common Stock 02/28/2008   M   193,392 A $ 15.3 752,388 D   Common Stock 02/28/2008   M   145,016 A $ 20.06 867,404 D   Common Stock 02/28/2008   M   140,656 A $ 21.4 1,038,060 D   Common Stock 02/28/2008   S   738,101 D $ 38.56 299,959 D   Common Stock               0 I Dennis DiFlorio Charitable Remainder Unitrust Common Stock               10,254 (1) I 401(k) Common Stock               37,230 (1) I 401(k) Allocation

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Right to Buy (2)

$ 10.92

02/28/2008

M

58,829

12/15/1999

12/15/2008

Common Stock

58,829

$ 0

0

D

Right to Buy (2)

$ 9.64

02/28/2008

M

200,208

12/21/2000

12/21/2009

Common Stock

200,208

$ 0

0

D

Right to Buy (2)

$ 15.3

02/28/2008

M

193,392

01/31/2002

01/31/2011

Common Stock

200,000

$ 0

6,608

D

Right to Buy (2)

$ 20.06

02/28/2008

M

145,016

02/04/2003

02/04/2012

Common Stock

150,000

$ 0

4,984

D

Right to Buy (2)

$ 21.4

02/28/2008

M

140,656

(3)

02/18/2013

Common Stock

150,000

$ 0

9,344

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DIFLORIO DENNIS M COMMERCE BANCORP INC 1701 ROUTE 70 EAST CHERRY HIL, NJ 08034			President

Signatures

Dennis M. DiFlorio		02/29/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects 401(k) Allocations that have occurred since the date of the reporting person's last ownership report.
(2)	Granted under the Company's 1997 Employee Stock Option Plans, which are 16b-3 plans.
(3)	Under the original terms, the stock options were exercisable in 25% increments on the 1st, 2nd, 3rd and 4th anniversaries of the grant date. In December 2005, the Board of Directors accelerated all unvested stock options to become immediately exercisable.

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