Ownership Submission
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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(Print or Type Responses)
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)
03/31/2008
(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 03/31/2008   J(1)   299,959 D (1) 0 D  
Common stock 03/31/2008   J(1)   10,254 D (1) 0 I 401(k)
Common Stock 03/31/2008   J(1)   37,230 D (1) 0 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) $ 15.3 03/31/2008   J(3)     6,608 01/31/2002 01/31/2011 Common Stock 6,608 $ 0 0 D  
Right to Buy (2) $ 20.06 03/31/2008   J(3)     4,984 02/04/2003 02/04/2012 Common Stock 4,984 $ 0 0 D  
Right to Buy (2) $ 21.4 03/31/2008   J(3)     9,344   (3) 02/18/2013 Common Stock 9,344 $ 0 0 D  
Right to Buy (2) $ 29.45 03/31/2008   J(3)     150,000   (3) 02/03/2014 Common Stock 150,000 $ 0 0 D  
Right to Buy (2) $ 31.38 03/31/2008   J(3)     100,000   (3) 03/08/2015 Common Stock 100,000 $ 0 0 D  
Right to Buy (2) $ 36.37 03/31/2008   J(3)     150,000   (3) 03/14/2016 Common Stock 150,000 $ 0 0 D  
Right to Buy (2) $ 33.12 03/31/2008   J(3)     125,000   (3) 03/20/2017 Common Stock 125,000 $ 0 0 D  
Right to Buy (2) $ 36.64 03/31/2008   J(3)     125,000   (3) 02/19/2018 Common Stock 125,000 $ 0 0 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   04/02/2008
**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) Shares disposed of as a result of the merger between Commerce Bancorp, Inc. (CBH) and The Toronto-Dominion Bank (TD) pursuant to which each share of CBH common stock was exchanged for 0.4142 shares of TD common stock having a market value of $59.60 per share on the effective date of the merger and $10.50 in cash.
(2) Granted under the Company's 1997 & 2004 Employee Stock Option Plans, which are 16b-3 plans.
(3) Per the terms of the Merger Agreement with TD, UPON COMPLETION OF THE MERGER, each outstanding option to purchase CBH common stock was converted to an option to purchase TD common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of CBH options by 0.5522, the grant price was adjusted by dividing the CBH grant price by 0.5522, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the option.

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