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 * SCHWARTZ WILLIAM A JR   2. Issuer Name and Ticker or Trading Symbol COMMERCE BANCORP INC /NJ/ [CBH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) U.S. VISION, PO BOX 124 3. Date of Earliest Transaction (Month/Day/Year) 01/18/2008 (Street) GLENDORA, NJ 08029 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 02/14/2008   M   41,336 A $ 10.15 86,901 (1) D   Common Stock 02/14/2008   M   6,300 A $ 10.92 93,201 D   Common Stock 02/14/2008   M   6,300 A $ 9.64 99,501 D   Common Stock 02/14/2008   M   12,000 A $ 15.3 111,501 D   Common Stock 02/14/2008   M   10,000 A $ 20.06 121,501 D   Common Stock 02/14/2008   M   10,000 A $ 21.4 131,501 D   Common Stock 02/14/2008   M   10,000 A $ 29.45 141,501 D   Common Stock 02/14/2008   M   7,500 A $ 31.38 149,001 D   Common Stock 02/14/2008   M   1,875 A $ 36.37 150,876 D   Common Stock 02/14/2008   S   105,311 D $ 37.36 45,565 D

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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)

$ 10.15

02/14/2008

M

41,336

06/29/1999

06/29/2008

Common Stock

41,336

$ 0

0

D

Right to Buy (2)

$ 10.92

02/14/2008

M

6,300

01/19/2000

01/19/2009

Common Stock

6,300

$ 0

0

D

Right to Buy (2)

$ 9.64

02/14/2008

M

6,300

12/21/2000

12/21/2009

Common Stock

6,300

$ 0

0

D

Right to Buy (2)

$ 15.3

02/14/2008

M

12,000

01/31/2002

01/31/2011

Common Stock

12,000

$ 0

0

D

Right to Buy (2)

$ 20.06

02/14/2008

M

10,000

02/04/2003

02/04/2012

Common Stock

10,000

$ 0

0

D

Right to Buy (2)

$ 21.4

02/14/2008

M

10,000

(3)

02/18/2013

Common Stock

10,000

$ 0

0

D

Right to Buy (2)

$ 29.45

02/14/2008

M

10,000

(3)

02/03/2014

Common Stock

10,000

$ 0

0

D

Right to Buy (2)

$ 31.38

02/14/2008

M

7,500

(3)

03/08/2015

Common Stock

7,500

$ 0

0

D

Right to Buy (2)

$ 36.37

02/14/2008

M

1,875

(4)

03/14/2016

Common Stock

7,500

$ 0

5,625

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHWARTZ WILLIAM A JR U.S. VISION PO BOX 124 GLENDORA, NJ 08029	X

Signatures

William Schwartz, Jr.		02/19/2008
**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)	Includes 145 shares acquired on 1/18/08 under the Company's Dividend Reinvestment Plan.
(2)	Granted under the Company's 1989 & 1998 Non-Employee Directors' 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.
(4)	The stock options are exercisable in 25% increments on the 1st, 2nd, 3rd, and 4th anniversaries of the grant date.

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