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As filed with the Securities and Exchange Commission on June 4, 2004

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The Toronto-Dominion Bank
(Exact name of Registrant as specified in its charter)

Canada
(State or other jurisdiction of incorporation or organization)		   13-5640479
(I.R.S. Employer Identification Number)

P.O. Box 1
Toronto-Dominion Centre
King Street West and Bay Street
Toronto, Ontario M5K1A2
Canada
(416) 982-8222
(Address, including zip code, of Registrant's principal executive office)

The TD Waterhouse Group, Inc., 401(k) & Profit Sharing Plan
(formerly known as TD Waterhouse Group, Inc. 401(k) Plan)
(Full title of the Plans)

Victor J. Huebner
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
(212) 468-0610
(Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service)

Copies to:
Lee Meyerson
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000


CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
   Amount to be Registered(a)
   Proposed Maximum Offering Price Per Share(b)
   Proposed Maximum Aggregate Offering Price
   Amount of Registration Fee
Common Shares, without par value   500,000   $33,065   $16,532,500   $2,094.67
(a)
The number of Common Shares being registered hereby shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the provisions of the plans described herein.

(b)
Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on June 1, 2004.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described above.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        The contents of the earlier registration statement, number 333-101026 are hereby incorporated by reference.

Item 3.    Incorporation of Documents by Reference.

        The following documents filed by The Toronto-Dominion Bank (the "Company" or "Registrant") or the TD Waterhouse Group, Inc. 401(k) & Profit Sharing Plan (the "Plan") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement.

        All documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (the "Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8.    Exhibits.

        With respect to the TD Waterhouse Group, Inc. 401(k) & Profit Sharing Plan, in lieu of the opinion of counsel or determination letter contemplated by Item 601(b) (5) of Regulation S-K, the Registrant hereby undertakes that it will submit or has submitted the TD Waterhouse Group, Inc. 401(k) & Profit Sharing Plan, and any amendments thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to quality the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario, Canada on the 4th day of June, 2004.

    THE TORONTO-DOMINION BANK

 
 
By:
/s/  CHRISTOPHER A. MONTAGUE      
     
Name: Christopher A. Montague
Title: Executive Vice President and General Counsel

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated

Signature
   Title
   Date

 
 
 
 
 
*W. EDMUND CLARK
W. Edmund Clark		   President, Chief Executive Officer and Director   June 4, 2004

*DANIEL A. MARINANGELI
Daniel A. Marinangeli
 
Executive Vice President and Chief Financial Officer
 
June 4, 2004

*DAMIAN J. MCNAMEE
Damian J. McNamee
 
Vice President and Chief Accountant
 
June 4, 2004

*VICTOR J. HUEBNER
Victor J. Huebner
 
Authorized Representative in the United States
 
June 4, 2004

John M. Thompson
 
Chairman of the Board
 
 

*WILLIAM E. BENNETT
William E. Bennett
 
Director
 
June 4, 2004

*HUGH J. BOLTON
Hugh J. Bolton
 
Director
 
June 4, 2004

*MARSHALL A. COHEN
Marshall A. Cohen
 
Director
 
June 4, 2004

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*WENDY K. DOBSON
Wendy K. Dobson
 
Director
 
June 4, 2004

*DARREN ENTWISTLE
Darren Entwistle
 
Director
 
June 4, 2004

Donna M. Hayes
 
Director
 
 

*HENRY H. KETCHAM
Henry H. Ketcham
 
Director
 
June 4, 2004

*PIERRE H. LESSARD
Pierre H. Lessard
 
Director
 
June 4, 2004

*BRIAN F. MACNEILL
Brian F. MacNeill
 
Director
 
June 4, 2004

*ROGER PHILLIPS
Roger Phillips
 
Director
 
June 4, 2004

*WILBUR J. PREZZANO
Wilbur J. Prezzano
 
Director
 
June 4, 2004

*HELEN K. SINCLAIR
Helen K. Sinclair
 
Director
 
June 4, 2004

Donald R. Sobey
 
Director
 
 

*MICHAEL D. SOPKO
Michael D. Sopko
 
Director
 
June 4, 2004

/s/  CHRISTOPHER A. MONTAGUE      
Christopher A. Montague
 
 
 
June 4, 2004

*Attorney-in-fact

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        Pursuant to the requirements of the Securities Act of 1933, as amended, the appropriate person (or other persons who administer the TD Waterhouse Group, Inc. 401(k) & Profit Sharing Plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario, Canada on the 4th day of June, 2004.


 
 
By:
/s/  *CHRISTOPHER A. MONTAGUE      
     
Name: Christopher A. Montague
Title: Executive Vice President and General Counsel
The Toronto-Dominion Bank Senior International Pension Committee

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INDEX TO EXHIBITS

Exhibit Number
   Description
23.1   Consent of Ernst & Young LLP and PricerwaterhouseCoopers LLP.

24.1
 
Power of Attorney.

99.1
 
The TD Waterhouse Group, Inc. 401(k) & Profit Sharing Plan.



QuickLinks

CALCULATION OF REGISTRATION FEE
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
INDEX TO EXHIBITS