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Prospectus
Supplement No. 1
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Filed
Pursuant to Rule 424(b)(3)
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To
Prospectus Dated August 19, 2005
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Registration
Nos. 333-127707; 333-105861
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Dividend
Reinvestment and Stock Purchase Plan
15,332,450
Shares of Common Stock
This
prospectus supplement no. 1 amends the prospectus dated August 19, 2005 relating
to the Commerce Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan
(the
"Plan") and should be read in conjunction with the prospectus dated August
19,
2005.
This
prospectus supplement no. 1 is not complete without the prospectus dated August
19, 2005. This prospectus supplement no. 1 describes certain changes to the
Plan
and supersedes the information in the prospectus only to the extent inconsistent
with the prospectus dated August 19, 2005.
Investing
in Commerce Bancorp common stock involves risk. See “Risk Factors” beginning on
page 4 of the prospectus dated August 19, 2005.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or has passed on the accuracy or
adequacy of the prospectus dated August 19, 2005 or this prospectus supplement
no. 1. Any representation to the contrary is a criminal
offense.
As
described more fully in the prospectus dated August 19, 2005, after enrolling
in
the Plan, a Participant may voluntarily buy additional shares of Commerce
Bancorp common stock.
The
purpose of this prospectus supplement no. 1 is to amend the disclosure contained
in the prospectus dated August 19, 2005 related to the maximum monthly
limit for purchases under the Plan.
Effective
for the August 2006 Investment Date, which will be on or about August 20, 2006,
and each Investment Date thereafter Commerce Bancorp reduced the maximum monthly
limit for purchases under the Plan from $10,000 to $2,500. This $2,500 maximum
monthly purchase amount is subject to upward or downward
adjustment.
The
date
of this prospectus supplement no. 1 is July 10, 2006.